Together Again
by TimeLady-12
Summary: 10/OC (Time Lady) The Doctor and Lily are back, and Lily is still getting used to the new Doctor. But with danger lurking around every corner, what will happen? And what does Torchwood have to do with everything? Second story in the series. (Series 2)
1. Chapter 1- The Christmas Invasion

Chapter One- The Christmas Invasion

A/N: ok! So, new story! I have to say I've been very excited to finally get started on this series. If you haven't read the first story, you don't have to, but I would recommend it, it will explain some things that may pop up in this one. So, on we go!

Lily watched as the Doctor stood there grinning. She knew this was the Doctor, and she was certain with everything in her that she still loved him- that kind of bond couldn't be broken- by he seemed like he'd changed so much. He was currently rushing around the console punching in coordinates for their next destination, something Lily knew he shouldn't be doing. He should be resting. Regeneration was a dangerous thing; it could go wrong even in the moments after it had happened.

"Here we are, then! London, Earth, the Solar System. We did it. Jackie. Mickey. Blimey! No, no, no, no, hold on. Wait there. I've got something to say. There was something I had to tell you, something important. What was it? No, hold on, hold on. Hold on, shush, shush, shush, shush. Oh, I know! Merry Christmas!" Lily ran forward catching the Doctor mid fall as he collapsed. It wasn't unusual that he had gone unconscious, the regeneration he'd gone through looked like a rough one, but needless to say, it still worried her. She'd just have to make sure he rested peacefully.

"What happened? How can that be the Doctor?" asked Rose. Lily looked up. She'd almost forgotten she was there. To say Rose looked scared was pretty accurate.

"When we die, our body, it changes. We change. In appearance, in personality. This is the Doctor, but we need to let him rest.

"We're home! We can take him back to the flat." Urged Rose, running out of the Tardis to reveal Jackie and Mickey.

"Rose, he needs to rest!"

"Where's the Doctor?" Lily heard Mickey ask from behind her. "And who's he?"

"That's him, right in front of you, with Lily. That's the Doctor."

"What do you mean, that's the Doctor?" came another voice, who Lily could only assume was Rose's mum. "Doctor who?"

-8-

Lily sat by the Doctor's bed in Rose's flat, holding his hand. He'd been dressed in some pyjamas (Lily had insisted on doing this, she didn't want anyone else seeing him like that), and was sleeping peacefully.

"Here we go." Said Jackie. "Tina the cleaner's got this lodger, a medical student, and she was fast asleep, so I just took it. Though I still say we should take him to the hospital."

"We can't." argued Rose. "They'd lock him up. They'd dissect him. One bottle of his blood could change the future of the human race! Besides, we have Lily. She knows what's best for him."

"Well, how would she know?"

"She's like him, a Time Lord…erm…Lady, right?" Lily nodded.

"Trust me Miss Tyler. Rest is the best thing for him right now."

"Call me Jackie, dear. I trust you're the one that sent Rose back?"

"Me and the Doctor, yes. You do know we'd do anything to keep her safe, right?" Jackie smiled.

"Both working." Said Rose, who'd taken the opportunity to check the Doctor's hearts while Lily was speaking, although knowing Lily's love for the man, she'd probably already done this and more.

"What do you mean, both?" asked Jackie.

"Well, he's got two hearts."

"Oh, don't be stupid."

"He has!"

"Anything else he's got two of?"

"Leave him alone." Snapped Rose, leaving the room with Jackie, leaving Lily and the Doctor by themselves.

"You'll be fine Doctor. I know you. Survive anything. You'll like your new self. Not ginger though. I know how much you want to be ginger. Just, remember…I love you, yeah?" She placed a kiss to his forehead, the Doctor responding only by exhaling more regeneration energy which flew around her head before flying out of the window. Lily smiled before leaving the room and sitting on the sofa in the lounge next to Mickey. She'd grown quite close to Mickey the day she'd met him, she liked his company.

"How can he go changing his face? Is that a different face or is he a different person?" asked Jackie as she and Rose walked into the lounge from the kitchen.

"How should I know? Sorry. The thing is, I thought I knew him, mum. It's just…I keep forgetting he's not human. Lily knows though."

"Urm…yeah." Coughed Lily, awkwardly. Rose had told her all about her mum, and she had to say, she'd imagined meeting her differently. This wasn't what you'd call a good first impression. "Well, when we're dying, our body reacts. We regenerate. It's hard to explain, but basically, we change in appearance, personality, everything."

"So, is it possible that you could stop loving him then, if he's changed so much?"

"No. I've seen many versions of him over the years, and each time I end up loving him even more. Time Lords, they know when they've met the person they're destined to be with. There isn't really a word for it, but you just know. And the Doctor is that person for me, and I for him. That can never be broken."

"Oh yeah. I always forget you knew him from before we met you. But the big question is: where'd you get a pair of men's pyjamas from, mum?" asked Rose, smirking. She was happy with Lily's answer. Even if the Doctor was a different man, Lily was still the same, so he'd still love her. But he was different. She didn't know how Lily would react to that. But knowing she still loved him, that was all she needed.

"Howard's been staying over."

"What, Howard from the Market? How long's that been going on?"

"A month or so. First of all, he starts delivering to the door and I thought, that's a bit odd. Next thing you know, it's a bag of oranges…"

"Is that Harriet Jones?" interrupted Rose, looking at the TV.

"Oh, never mind me!"

"The woman you met at Downing Street?" asked Lily.

"Why's she on the telly?" asked Rose, not answering Lily's question, making Lily assume she was right.

"She's prime minister now." Explained Jackie. "I'm eighteen quid a week better off. They're calling it Britain's Golden Age. I keep saying my Rose has met her."

"Did more than that. Stopped world war three with her. Harriet Jones."

"Prime Minister." Said a man of the TV. "What about those calling the Guinevere One Space Probe a waste of money?"

"Now." Replied Harriet Jones. "That's where you're wrong. I completely disagree if you don't mind. The Guinevere One Space Probe represents this country's limitless ambition. British workmanship sailing up there among the stars."

"This is the spirit of Christmas." Backed up another man. "Birth, and rejoicing, and the dawn of a new age, and that is what we're achieving fifteen million miles away. Our very own miracle."

"The unmanned probe Guinevere One is about to make its final descent. Photographs of the Martian Landscape should be received by midnight tonight."

-8-

Lily was sitting next to the Doctor again about an hour later. Rose and Mickey had gone Christmas shopping, Mickey telling her he wanted a normal Christmas with Rose, and who was she to disagree? And he'd promised to bring her back some chocolate orange, by this point, she was practically pushing them out of the door insisting they have a good time. Lily ran her hand through the Doctor's hair, something she found that she liked doing with this version. His old self hadn't had this much hair, so she wasn't able to run her hand through it, but she found herself thinking that she could get used to this.

"Oh, no, don't come round, darling. No, flat's all topsy turvy. Yeah, she just barges in and litters the place. Yeah. No, I'll come round and see you on Boxing Day." Said Jackie, who had placed a cup of tea on the table near the Doctor's bed and left.

"Thank you!" shouted Lily, momentarily distracted by the Doctor as he exhaled more regeneration energy. She continued to run her hand through his hair, smiling when she saw the Doctor smile in his sleep. However, she froze when she heard raised voices in the room next to hers. Sighing, she stood up, walking to the other room.

"BEv?" she heard Rose say. "Yeah. Look, it'll have to wait. Right, it's not safe. We've got to get out. Where can we go?"

"What do you mean, it's not safe?" asked Lily, who honestly had no idea what was happening. She could only assume that something had happened when they went shopping. "Does this mean I don't get my chocolate?" She joked.

"Yeah, here ya go." Replied Mickey, tossing her a bar. "Don't eat it all at once. Anyway, my mate Stan, he'll put us up."

"That's only two streets away." Complained Rose. "What about Mo? Where's she living now?"

"I don't know. Peak District." Replied Jackie.

"What's going on?" repeated Lily. She was getting worried at how frantic Rose was being at leaving. What if it was something to do with the Doctor (which thinking about it, it probably was)? He had to be kept safe, especially because he was unable to fight back.

"In town, there were these, Santa things. Had weapons in their instruments. Anyway, we can just go to cousin Mo's then."

"No!" cried Jackie. "It's Christmas Eve. We're not going anywhere! What're you babbling about? Santa's?"

"Mum. Where'd you get that tree? That's a new tree. Where'd you get it?"

"I thought it was you." Lily frowned. She'd assumed Jackie had had it ordered to have it delivered, but if _Rose_ was asking about it, that meant she hadn't sent it…

"How can it be me?"

"Well, you went shopping. There was a ring at the door, and there it was!"

"That wasn't me."

"Ok." Said Lily. "I think we should all stay back from the tree. Come on, back up." She said, moving everyone near to the door.

"Oh, you're kidding me." Said Rose. Lily turned around to see the lights on the tree lighting up by themselves, a tune of Jingle Bells sounding around the room. She watched as sections of the tree started to rotate in different directions, causing a wind that would've blown Lily's hair in all different directions if she didn't keep it in a braid.

"Everyone out!" cried Lily as the tree started moving. She ran across the room towards the bedroom door. There was no way in hell that she'd leave the Doctor on his own with this going on.

"What are you doing?" Shouted Mickey. Lily turned to see Rose running in her direction, Mickey and Jackie having no choice but to follow.

"I can't leave them on their own!" yelled back Rose. "Doctor, wake up!"

"No, Rose!" commanded Lily. "He needs to sleep. Do not wake him up."

"Like you've been helping. What have you done?" she snapped back, whispering something in the Doctor's ears that made Lily narrow her eyes.

"Remote control!" shouted the Doctor, as he suddenly shot up in bed. "But who's controlling it?"

-8-

Lily held onto the Doctor's hand as he led them out of the flat. She was rubbing her thumb along his hand, well aware that he was in pain, not that he'd let them see it. She was offering him support. Telling him that she was here. She hadn't spoken to Rose since she'd told her not to wake him. She wasn't mad, but she wanted Rose to learn that she knew what was best.

"That's them." Said Mickey, as they reached a group of Santa's, one holding a remote control.

"Shush!" snapped Rose. The Doctor held up his screwdriver, making the Santa's back off and beam away. He'd unexpectedly woken up, looking up to see Lily's face staring back at him. His Lily. He had to admit, despite her words before he'd regenerated, he'd been scared that she wouldn't love him anymore, that he'd changed too much. But here she was. The same as she ever was.

"They've just gone. What kind of rubbish were they? I mean, no offence, but they're not much cop if a sonic screwdriver's going to scare them off."

"Pilot fish." Said the Doctor.

"What?"

"They were just pilot fish." Lily squeezed the Doctor's hand as he bent over in pain.

"What's wrong?" asked Rose.

"You woke me up too soon. Lily was right not to wake me. I'm still regenerating. I'm bursting with energy." He exhaled more energy, Lily swirling it around in her hand as it floated away, making the Doctor smile. "You see? The pilot fish could smell it a million miles away. So they eliminate the defence, that's you lot, and they carry me off, as if Lily would let them do that. They could run their batteries on me for a couple of…ow!"

"Shush! Shush!" soothed Lily. "Just relax, go to sleep."

"My head. I'm having a neuron implosion. I need…"

"What do you need?" asked Jackie.

"I need…"

"Say it. Tell me, tell me, tell me."

"I need…"

"Painkillers?"

"I need…"

"Do you need aspirin?"

"I need…"

"Codeine? Paracetamol? Oh, I don't know, Pepto-Bismol?"

"I need…"

"Liquid paraffin. Vitamin C? Vitamin D? Vitamin E?"

"I need…"

"Is it food? Something simple. Bowl of soup. A nice bowl of soup? Soup and a sandwich? Soup and a little ham sandwich?"

"I need you to shut up!"

"Oh, he hasn't changed much has he?"

"We haven't got much time. If there's pilot fish then…why's there an apple in my dressing gown?"

"Oh, that's Howard. Sorry."

"He keeps apples in his dressing gown?"

"He gets hungry."

"What, he gets hungry in his sleep?"

"Sometimes."

"Argh! Brain collapsing. The pilot fish. The pilot fish means that something, something, something is coming." Lily caught his body again as he slumped down into unconsciousness. She was fearing what the Doctor had said, something else was coming, but she couldn't help but be relieved that he was resting again. Waking him up had been incredibly dangerous, but for now, everything was ok.

-8-

Lily sat by the Doctor's bed yet again, one hand mopping his forehead, the other resting on his chest.

"How is he?" asked Jackie.

"Only one heart is beating." Replied Lily, sadly. "He'll get better though. His body's recovering."

"Scientists in charge of Britain's mission to Mars have re-established contact with the Guinevere One space probe. They're expecting the first transmission from the planet's surface in the next few minutes." Came a voice over the TV.

"Yes, we are." Came another voice. "We're, we're back on schedule. We've received the signal from Guinevere One. The Mars landing would seem to be an unqualified success."

"But is it true that you completely lost contact earlier tonight?"

"Yes, we had a bit of a scare. Guinevere seemed to fall off the scope, but it, it was just a blip. Only disappeared for a few seconds. She is fine now, absolutely fine. We're getting the first pictures transmitted live any minute now. I'd better get back to it, thanks." Lily listening with a frown. Something was definitely wrong about that. Maybe something to do with the pilot fish, she thought. Stretching her legs, she left the room, walking into the living room to see Rose and Mickey. Rose was stood in the doorway with her arms crossed, not looking at Lily for whatever reason, whereas Mickey was sat down on the sofa with his laptop.

"Here we go." He said. "Scavengers, like the Doctor said. Harmless. They're tiny. But the point is, the little fish swim alongside the big fish."

"Do you mean like sharks?" asked Rose.

"Great big sharks. So, what the Doctor means is, we had them, now we get that."

"Something is coming. How close?"

"There's no way of telling, but the pilot fish don't swim far from their daddy."

"So, it's close?"

"Funny sort of rocks." Commented Jackie. Lily frowned.

"The first photographs…" said a newsreader.

"That isn't _just_ rocks." Said Lily, making the people in the room look at her.

"This image is being transmitted via mission control, coming live from the depths of space on Christmas morning." Lily jumped as an alien face appeared on the screen.

"_Sycorax._" She breathed, as it growled at the screen.

"The face of an alien life form was transmitted live tonight on BBC1. On the 25th of December, the human race has been shown absolute proof that alien life exists. These remarkable images have been relayed right across the world."

"Rose, take a look." Said Mickey, as he pulled a screen up on his computer. "I've got access to the military. They're tracking a spaceship. It's big, it's fast, and it's coming this way."

"Coming for what, though? The Doctor?"

"I don't know. Maybe it's coming for all of us. I mean, Lily's like him, right? Have you seen them before."

"No."

"Briefly." Said Lily. "We learn about most species in the academy. They're called Sycorax."

"Ok." Said Mickey, nodding. "Wait, you learn about species?"

"Uh huh."

"You learn about humans?"

"Yep."

"That's weird…hey, it sounds like it's talking."

"I don't understand what they're saying." Said Rose. "The Tardis translates languages in my head all the time, wherever I am…"

"It said 'people, you belong to us. To the Sycorax. We own you. We now possess your land, your minerals, your precious stones. You will surrender or they will die. Sycorax strong, Sycorax mighty, Sycorax rock." Translated Lily.

"How come you can still understand them?"

"I don't need the Tardis translation matrix. It's all up here." Lily replied, pointing to her head.

"But the Doctor wouldn't do this! The old Doctor, the proper Doctor, he'd wake up. He'd save us."

"Rose, he can't wake up! And he _is_ the Doctor. Regeneration takes time. He'll wake up, but for now, we have to stay calm."

-8-

Lily woke the next morning to hear shouting outside of the flat. Running out of the room, she saw that the front door was open and the rest of them were standing out in the hallway.

"What's going on?" she asked.

"I don't know. People are just walking out. Right to the top of the building."

"People? Which people?"

"I don't know." Mickey repeated. "It doesn't look like it's specific people. Just, random."

"It can't be random." Said Lily to herself. "What could it be? It's not gender, eye colour, hair colour. Height? Age? Blood?"

Mickey looked at Lily blankly before saying, "What do we do?"

"Nothing." Replied Rose. "What can we do?" They made their way back inside, Lily sighing.

"Ladies and gentlemen, if I may take a moment during this terrible time." Said Harriet Jones, who had come back on the TV. "It's hardly the Queen's speech. I'm afraid that's been cancelled. Did we ask about the royal family?" she asked someone to the side. "Oh. They're on the roof." Lily muffled a laugh. It wasn't that they were on the roof that she found funny. She assumed it was a mixture of the casual way she said it, and the stress of the situation. "But, ladies and gentlemen, this crisis is unique, and I'm afraid to say, it might get much worse. I would ask you all to remain calm. But I have one request. Doctor, if you're out there, we need you. I don't know what to do. If you can hear me, Doctor. If anyone knows the Doctor, if anyone can find him, the situation has never been more desperate. Help us. Please, Doctor. Help us. God help us."

Rose burst into tears as all the glass in the flat smashed and shattered.

"Sonic wave." Said Lily. "They're here. We need to get the Doctor back inside the Tardis. They're here, and if they were the ones controlling the pilot fish, then they'll come for the Doctor. The Tardis is the safest place we can go."

"What are we going to do in there?" asked Mickey, who had already gone into the Doctor's room and was picking him up.

"Hide." Said Rose.

"Is that it?" asked Jackie.

"Mum, look at the sky. There's a great big, alien invasion and I don't know what to do, and Lily's suggestion sounds the best thing we can do. We hide the Doctor. I've traveled with him, and I've seen all that stuff, but when I'm stuck at home, I'm useless. Now, come on, we need to go."

-8-

"Mum, will you just leave that stuff and give us a hand!" shouted Rose.

"It's food! You said we need food."

"Just leave it!"

As they entered the Tardis, Lily ran off to go and get some blankets and cushions to make the Doctor more comfortable, leaving the humans in the Tardis console room.

"No chance you could fly this thing?" Mickey asked Rose.

"Not anymore, no."

"What about Lily? She could."

"I don't think she would. She's too much like the Doctor. She wouldn't leave when the Earth is in trouble like this."

"So what do we do? Just sit here?"

"That's as good as it gets."

"Right." Said Jackie, as Lily walked back in, putting a pillow under the Doctor's head and placing a blanket on top of his body. "Here we go. Nice cup of tea." She said, producing a flask.

"Mmm." Commented Rose with a roll of her eyes. "The solution to everything."

"Now, stop your moaning. I'll get the rest of the food." She said, leaving the Tardis.

"Tea. Like we're having a picnic while the world comes to an end. Very British." Scoffed Mickey.

"Hey! Never underestimate the power of a nice cup of tea." Joked Lily. "But, if I can just get the right channel on here, we can see what's going on…" she said, fiddling with the monitor. In all honesty, she wasn't the best when it came to the Tardis. She could fix the basic parts, and she could fly it, but she was nowhere near as good with the ship as the Doctor was. "That shouldn't happen." She said, as a pattern appeared on the monitor.

"Maybe it's a distress signal?"

"No. It's saying we've moved. One guess who by. Rose, don't go out there!" yelled Lily, as Rose opened the doors. Mickey dropped the flask of tea as he ran after her, giving Lily no choice but to follow, shutting the door to ensure that they couldn't get to the Doctor. She looked around, recognizing she was on the Sycorax ship, and Mickey and Rose were being held.

"Rose! Rose. I've got you. My Lord. Oh, my precious thing. The Doctor, is he with you?" asked Harriet Jones, who Lily saw was on the ship. Lily walked forward towards them, holding her hands up to show she was unarmed when the aliens moved towards her.

"No, we're on our own."

"The yellow girl." Lily heard someone say, or translate. "She has the clever blue box. Therefore, she speaks for your planet."

"But she can't!" protested Harriet.

"Yeah, I can."

"No." argued Mickey. "Lily should. She knows what she's doing, she knows these things." Rose said nothing, just stepped forward.

"I…er, I address the Sycorax according to Article Fifteen of the Shadow Proclamation. I command you to leave this world with all the authority of the Slitheen Parliament of Raxacoricofallapatorious, and…er, the Gelth Confederacy as…er, sanctioned by the Mighty Jagrafess and, oh, the daleks! Now, leave this planet in peace! In peace…" Lily put her face in her hands. She had just made things a whole lot worse.

"You are very funny, very funny. And now you're going to die." The man translated.

"No!" shouted Lily, running forward. "No. I am the owner of the blue box. Well, partly…" she muttered. "I speak for this planet."

"Who's that?" whispered Harriet to Mickey, who was standing next to her.

"She's Lily. She's like the Doctor. She can save us."

"Did you think you were clever with your stolen words?" the man translated further, clearly speaking to Rose but looking at Lily with sudden interest that she did not like. "We are the Sycorax, we stride the darkness. Next to us, you are but a wailing child. If you are the best your planet can offer as a champion…"

"…then your world will be gutted." Said the leader of the Sycorax, in what Lily knew was plain English that the others could understand. "And your people enslaved." Lily smiled. This could only mean one thing. The Doctor was back.

"Hold on." Said the translator. "He's talking English."

"Your talking English." Agreed Rose.

"I would never dirty my tongue with your primitive bile!" spat the leader.

"That's English. Can you hear English?"

"Yeah, that's English."

"Definitely English."

"I speak only Sycoraxic!"

"Think Rose." Smiled Lily, looking at the Tardis. "If we can hear English, that means…"

"That means it's working. Which means…" Lily grinned as she saw the Tardis doors opening, revealing the Doctor grinning away, postitviely beaming.

"Did you miss me?" The Sycorax leader, obviously sensing a threat in the Doctor, cracked his whip in the Doctor's direction, which the Doctor caught pulling it out of his hand. "You could have someone's eye out with that!"

"How dare!"

"You just can't get the staff. Now, you, just wait. Mickey, hello! And Harriet Jones MP for Flydale North. Blimey, it's like This Is Your Life. Tea! That's all I needed, a good cup of tea! Superheated infusion of free radicals and tannin. Just the thing for healing the synapses. Now, first thing's first, how do I look?"

"Er…different." Said Rose.

"Good different or bad different?"

"Just different."

"Definitely good different." Beamed Lily. The Doctor turned around to see Lily standing there. His Lily, who was still with him even though he'd changed so much. He ran over to her pulling her into a hug before setting her down and looking at her with a serious expression.

"Am I ginger."

"No." laughed Lily, running a hand through his hair like she had already done so much before. "You're the nicest shade of brown that perfectly matches your eyes."

"I wanted to be ginger. I've never been ginger. But if you like this so much, I don't mind as much. Now you, Rose Tyler. Fat lot of good you were. You gave up on me. Oh, that's rude. That's the sort of man I am now, am I? Rude. Rude and not ginger. How will you put up with me?"

"I'll find a way." Joked Lily.

"I'm sorry." Interrupted Harriet. "Who is this?"

"I'm the Doctor."

"He's the Doctor."

"But what happened to my Doctor? Or is it a title that's just passed on?"

"I'm him. I'm literally him. Same man, new face. Well, new everything." He replied, wiggling his eyebrows at Lily suggestively, making her blush. They'd never really got round to _that_ yet, but that didn't stop him flirting like that.

"But you can't be."

"Harriet Jones. We were trapped in Downing Street and the one thing that scared you wasn't the aliens, it wasn't the war, it was the thought of your mother being on her own."

"Oh my God!"

"Did you win the election?"

"Landslide majority."

"If I might interrupt." Growled the Sycorax leader, making Lily laugh.

"Yes, sorry. Hello big fellow." Greeted the Doctor, sliding his arm around Lily's waist.

"Who exactly are you?"

"Well, that's the question."

"I demand to know who you are!"

"I don't know! See, there's the thing. I'm the Doctor, but beyond that, I just don't know. I literally do not know who I am. It's all untested. Am I funny? Am I sarcastic? Sexy?" He looked at Lily for that one, to which he was rewarded with a blush and a subtle nod that you would only get if you were looking forward. He beamed. "Right old misery? Life and soul? Right handed? Left handed? A gambler? A fighter? A coward? A traitor? A liar? A nervous wreck? I mean, judging by the evidence, I've certainly got a gob. And how am I going to react when I see this, a great big threatening button. A great big threatening button which must not be pressed under any circumstances, am I right? Let me guess. It's some sort of control matrix, hmm? Hold on, what's feeding it? And what've we got here?" he said, opening a base under the button with his free arm. "Blood? Yeah, definitely blood." He said, tasting it.

"Remind me not to kiss you until you've brushed your teeth." Murmured Lily.

"Human blood." Continued the Doctor, pointedly ignoring the threat. "A positive, with just a dash of iron. Ah, but that means blood control."

"I said blood control!" smiled Lily. "Ish."

"'Course you did, you're brilliant. But I haven't seen blood control for years. You're controlling all the A positives. Which leaves us with a great big stinking problem. Because I really don't know who I am. I don't know when to stop. So if I see a great big threatening button which should never, ever, ever be pressed, then I just want to do this!" Lily watched as he slammed a hand down on the button, causing all of the humans on the ship to panic.

"You killed them!"

"What do you think, big fellow? Are they dead?"

"We allow them to live." Replied the leader.

"Allow? You've no choice. I mean, that's all blood control us. A cheap bit of voodoo. Scares the pants off you, but that's as far as it goes. It's like hypnosis. You can hypnotize someone to walk like a chicken or sing like Elvis. You can't hypnotize them to death. Survival instinct's too strong."

"Blood control was just one form of conquest. I can summon the armada and take this world by force."

"Well, yeah, you could, yeah, you could do that, of course you could. But why? Look at these people. These human beings. Consider their potential. From the day they arrive on the planet and blinking step into the sun, there is more to see than can ever be seen. More to do than. No, hold on. Sorry, that's the Lion King. But the point still stands. Leave them alone!"

"Or what?"

"Or…" said the Doctor, grabbing a sword from a person nearby. "I challenge you. Oh, that struck a chord. Am I right that the sanctified rules of combat still apply?"

"You stand as this world's champion."

"Thank you. I've no idea who I am, but you just summed me up. So, you accept my challenge? Or are you just a cranak pel casacree salvak?" Lily laughed at the Doctor insult, causing him to throw her a grin before turning back to the leader.

"For the planet?"

"For the planet." Agreed the Doctor.

"I've always wanted to be a cheerleader." Commented Lily before running after the two swordsmen who were heading to the roof of the ship.

"She's an odd one." Said Harriet.

"She's Lily." Agreed Rose, following them up.

Lily winced as the Doctor was knocked to the floor on the edge of the ship, half his body hanging over.

"Stay back!" he shouted, as he saw Rose running towards him. "Invalidate the challenge and he wins the planet." Lily walked closer to see that the leader was swinging his sword down until it hit the Doctor's wrist. "You cut my hand off!"

"Ya! Sycorax!"

"And now I know what sort of man I am. I'm lucky. And, not just because I've got Lily. Because, quite by chance, I'm still within the first fifteen hours of my regeneration cycle, which means I've got just enough residual cellular energy to do this."

"Witchcraft." Spat the leader, as the Doctor grew a new hand where his had been chopped off.

"Time Lord." Smirked the Doctor.

"Doctor!" shouted Rose, throwing him a new sword.

"Oh, so I'm still the Doctor, then?"

"No arguments from me."

"Want to know the best bit. This new hand? It's a fighting hand!" Lily watched with held breath as the swords moved about, until, finally, the Doctor disarmed the Sycorax leader. "I win."

"Then kill me." Spat the leader.

"I'll spare your life if you'll take this champion's command. Leave this planet, and never return. What do you say?"

"Yes."

"Swear on the blood of your species."

"I swear."

"There we go then! Thanks for that. Cheers, big fellow."

"Bravo!" cheered Harriet.

"That's says it all." Agreed Rose. "Bravo."

"Yup, not bad for a man in his jim-jams." Lily ran to give him a hug, kissing him in the process. "What happened to not kissing me until I've brushed my teeth?"

"I couldn't wait." Lily grinned. "Chocolate?"

"I knew there was a reason why I loved you! Ooo, a Satsuma! Who wants a Satsuma?" Before Lily could blink, he'd thrown the Satsuma at a control panel, opening a piece of the ship up, into which the Sycorax leader fell through after trying to stab the Doctor in the back. "No second chances. I'm that sort of man. By the ancient rites of combat, I forbid you to scavenge here for the rest of time. And when you go back to the stars and tell others of this planet, when you tell them of its riches, its people, its potential. When you talk of the Earth, then make sure you tell them this, it is defended."

-8-

Almost as soon as they had beamed away in the Tardis, the Doctor had opened the doors again to show that they were back on the ground on a street.

"Where are we?" asked Rose.

"We're just off Bloxom Road." Cheered Mickey. "We're just around the corner, we did it!"

"Wait a minute. Wait a minute." Said the Doctor, looking up into the sky to see the ship zoom off into the sky.

"Go on, my son! Oh yeah!"

"Yeah!" shouted Rose. "And don't come back!"

"It is defended!" Lily rolled her eyes at the two of them before leaning back on the Doctor. She could seriously get used to this. Even in the short time she'd been with this Doctor, it seemed that he was a lot more affectionate and open about his feelings, and that was something that made her very happy.

"My Doctor." Said Harriet Jones, as she made her way towards the two Time Lords.

"Prime Minister." Greeted the Doctor, not moving from his position.

"Absolutely the same man. Are there many more out there?"

"Oh, not just Sycorax. Hundreds of species. Thousands of them. And the human race is drawing attention to itself. Every day you're sending out probes and messages and signals. This planet's so noisy. You're getting noticed more and more. You'd better get used to it."

"Rose!"

"Mum!"

"Oh, talking of trouble." Muttered the Doctor.

"Be nice. She's not as bad as you say she is, you know." Replied Lily.

"Oh, my God. You did it, Rose!"

"You did it too. It was the tea. Fixed his head."

"Are they always like this though?" asked Lily.

"That was all I needed. A cup of tea." Laughed the Doctor.

"I said so."

"Look at him."

"Is it him, though? Is it really the Doctor? Oh, my God! It's the bleeding Prime Minister!" Lily laughed before looking at Harriet and the other man, blocking the others out to hear what they were saying. They looked a bit shifty in her opinion.

"It's a message from Torchwood. They say they're ready."

"Tell them to fire." Replied Harriet.

"Fire at will." Lily frowned as she looked to the sky to see beams fire up, an explosion happening in the distance.

"What is that?" asked Rose. "What's happening?"

"That was murder." Fumed the Doctor, letting go of Lily's waist, but grasping hold of her hand.

"That was defence!" defended Harriet. "It's adapted from alien technology. A ship that fell to Earth ten years ago."

"But they were leaving." Stated Lily.

"You said yourself Doctor. They'd go back to the stars and tell others about the Earth. I'm sorry, but you're not here all the time. You come and go. It happened today. Mister Llewellyn and the Major, they were murdered. They died right in front of me while you were sleeping. In which case we have to defend ourselves."

"Britain's Golden Age." Scoffed the Doctor.

"It comes with a price."

"I gave them the wrong warning. I should've told them to run as fast as they can, run and hide because the monsters are coming. The human race."

"Those are the people I represent. I did it on their behalf."

"Then I should have stopped you."

"What does that make you, Doctor? Another alien threat?"

"Don't challenge me, Harriet Jones, because I'm a completely new man. I could bring down your government with a single word."

"You're the most remarkable man I've ever met, but I don't think you're quite capable of that."

"No, you're right. Not a single word. Just six."

"I don't think so."

"Six words."

"Stop it!"

"Six." Said the Doctor as he walked over to her assistant. "Don't you think she looks tired?"

-8-

"So what do you think you'll wear this time?" asked Lily, as her and the Doctor stood in the Tardis wardrobe.

"I don't know. Why don't you pick?" Lily smirked before rummaging through the racks of clothes. "Why do I get the feeling I'm going to regret this?"

"Shut up. I have good fashion sense. How about this. Go try this on." The Doctor sighed before taking off his pyjamas and putting the clothes she had given him on. He wasn't embarrassed to be changing in front of her. He liked the way she blushed before turning around. She picked him a suit with a tie, converse and a brown trench coat that he loved.

"Perfect. Just like you." He said, going up to her and giving her a peck on the lips before deepening the kiss. The pair stayed like that for a few minutes before Lily pulled away.

"As much as I like this, I think Rose will be expecting us." The Doctor smiled before leading her out.

-8-

The five of them sat around the table pulling Christmas crackers, laughing at a joke that Mickey had just told.

"It's pink. Mum, it should be yours." Said Rose, pulling a cracker. "Look, it's Harriet Jones." Lily looked towards the TV to see her in an interview.

"Prime minister, is it true that you are no longer fit to be in position?"

"No. now, can we talk about other things?"

"It's it true you're unfit for office?"

"Look, there is nothing wrong with my health. I don't know where these stories are coming from. And a vote of no confidence is completely unjustified."

"Are you going to resign?"

"On today of all days! I'm fine. Look at me, I'm fine. I look fine, I feel fine."

"It's Beth." Said Jackie, who was on the phone. "She says go and look outside."

"Why?" asked Rose.

"I don't know just go outside and look. Come on, shift!"

-8-

"Oh, it's beautiful." Said Rose, looking at the snow and lights flying across the sky. "What are they, meteors?"

"It's the spaceship breaking up in the atmosphere." Replied the Doctor, his arms around Lily which seemed to be how he stood now as he was permanently doing it. "This isn't snow. It's ash."

"Okay, not so beautiful."

"This is a brand new planet Earth. No denying the existence of aliens now. Everyone saw it. Everything's new."

"And what about you two? What are you going to do next?"

"Well, back to the Tardis. Same old life."

"By yourselves?"

"Why, don't you want to come?" asked Lily, innocently.

"Well, yeah."

"Do you, though?"

"Yeah!"

"I just though, because I changed." Teased the Doctor.

"Yeah, I though, because you changed you might not want me anymore."

"Oh, I'd love you to come. What about you, Lily?"

"Yeah. What would I do without you Rose." She replied, moving to hug her.

"Okay!"

"You're never going to stay, are you?" asked Mickey, who was watching the whole scene.

"There's just so much out there. So much to see, I've got to."

"Yeah."

"Well, I reckon you're mad, the lot of you." Said Jackie. "It's like you go looking for trouble."

"Trouble's just the bits in between." Said the Doctor. "It's all waiting out there, Jackie, and it's brand new to me. All those planets, and the creatures and the horizons. I haven't seen them all yet! Not with these eyes. And it's going to be fantastic!"

"That hand of yours still gives me the creeps." Said Rose. "So, where're we going to go first?"

"Er, that way. No, hold on, that way." Replied the Doctor, pointing."

"That way?"

"Hmmm?"

"Yeah, that way." Agreed Lily. Despite the bad start, this had been an amazing Christmas, and she couldn't wait to go out there with the Doctor. There was so much to see.

A/N: ok! There we go! David Tennant time! I have to admit, I've not seen this episode in years so it was a bit hard to write, but hopefully the next chapter will be better. I'll update soon.

Don't forget to favourite and review!


	2. Chapter 2- New Earth

Chapter Two- New Earth

"So where are we actually going?" asked Lily, as she and the Doctor stood in the Tardis powering up whilst Rose said goodbye to Mickey and her mum.

"It's a surprise." Grinned the Doctor. He honestly couldn't wait to get out there again, travel with Lily. He'd come to realize that this version of him was a lot more affectionate, and showed his feelings a lot more openly, and he could see it was something that Lily liked.

"You know I don't like surprises!"

"Oh, really?" said the Doctor, walking forward so he was standing in front of her.

"Really." Murmured Lily before going up on her tiptoes to meet the Doctor halfway. She could never get enough of kissing him. She was oblivious to everything, which was why when things were starting to heat up, they pulled away after hearing an awkward cough from behind them.

"Not a sight I wish to walk in on." Commented Rose, though she was smiling at them. "So, where are we going then?"

"Further than we've ever gone before."

"So you'll say that, but you won't tell me where?" asked Lily, putting her hands on her hips.

"I told you, it's a surprise. You'll enjoy it. Trust me."

"I always trust you."

Rose stood in the entrance of the Tardis as the two of them kissed again. It was strange seeing them like this. The last Doctor had been a lot more private with moments like this, and she was sure this would take some getting used to. Not that it didn't make her smile. Moments like this were sweet, and she found herself wishing she had someone she could do those things with. Who loved her as much as the Doctor loved Lily.

Pulling away, Lily beamed up at the Doctor as he tucked a piece of hair that had come lose from her braid behind her ear. "I think we've arrived."

"Argh, yes." Said the Doctor, grabbing hold of Lily's hand and dragging her out of the Tardis. "It's the year five billion and twenty three. We're in the galaxy M87, and this? This is New Earth. Good surprise?"

"Good surprise." Agreed Lily. "You know what would be good as well?"

"What?" asked the Doctor, confused. Although his confusion was short-lived as he felt something just onto his back. He shifted his arms so that his hands came under Lily's thighs, and he felt her rest her chin on his shoulder. "Yeah. This is good." He agreed, laughing.

"That just…that's just…" stuttered Rose.

"Not bad. Not bad at all."

"That's amazing. I'll never get used to this. Never. Different ground beneath my feet, different sky. What's that smell?"

"Apple grass!" exclaimed Lily, smiling. She knew why the Doctor had brought her here. She'd always liked Earth as a planet, so New Earth was obviously somewhere that she wanted to go, but the apple grass that she'd heard was there had definitely sealed the deal.

"Apple grass." Repeated Rose.

"Yep!"

"It's beautiful. Oh, I love this. Can I just say, traveling with you two, I love it."

"Me too." Agreed the Doctor. "Come on." They wandered around for a while across the field and hills they were on. Lily didn't know what for; she assumed the Doctor was looking for something in particular. "Here. Here is good." He said, gently dropping Lily onto the grass and taking off his coat, laying it on the ground. "Let's just relax. I like relaxing. We don't do it enough." Lily followed the Doctor's lead, laying down on the floor only to be pulled gently closer to the Doctor's side so her head was laying on his chest. She could vaguely see Rose laying on his other side. "So, the year five billion, the sun expands, the Earth gets roasted."

"That was our first date." Joked Rose, making Lily laugh as she knew she didn't really mean it.

"We had chips. So anyway, planet gone, all rocks and dust, but the human race lives on, spread out across the stars. Soon as the Earth burns up, oh yeah, they all get nostalgic, big revival movement, but then find this place. Same size as the Earth, same air, same orbit. Lovely. Call goes out, the humans move in."

"What's the city called?"

"New New York."

"Oh, come on."

"It is! It's the city of New New York. Strictly speaking, it's the fifteenth New York since the original, so that makes it New New New New New New New New New New New New New New New York. What?"

"You're so different."

"New New Doctor."

"With great hair." Laughed Lily, running her hand through it.

"Can we go and visit New New York, so good they named it twice?" asked Rose.

"Well, I thought we might go there first." Replied the Doctor, pointing towards a pair of curved buildings that stood apart from the rest of the city.

"Why, what is it?"

"Some sort of hospital. Green moon on the side. That's the universal symbol for hospitals. I got this. A message on the psychic paper." Lily lifted her head up to see _Ward 26- Please Come_ written across the paper. "Someone wants to see me."

"Hmm. And I thought we were just sight seeing. Come on, then. Let's go and buy some grapes."

"I thought this was my surprise?" teased Lily.

"Yes, well, erm…"

"I'm joking! It's good just being here. I mean, come on. Apple grass. Right, let's go, Rose is going to be wondering where we are."

-8-

"Anywhere but a hospital." Moaned the Doctor. "It had to be a hospital." He said, as they walked through the entrance hall.

"Bit rich coming from you." Said Rose.

"I can't help it. I don't like hospitals. They give me the creeps."

"Very smart. Not exactly NHS."

"No shop. I like the little shop."

"Of course you do." Said Lily, rolling her eyes, though smiling lovingly.

"I thought this far in the future, they'd have cured everything." Said Rose.

"The human race moves on, but so do the viruses. It's an ongoing war." Lily continued to look around as the Doctor spoke. She, herself, didn't really have a problem with hospitals. They may be full of sick people, but she saw it more like a place where people get better, for a fresh start. And especially in hospitals such as those in the future, there was so much to learn from the species and diseases that were there. Not that she would go purely for that reason, but while she was here, it didn't hurt to observe.

"They're cats." Lily looked to see where Rose was looking to see some, she assumed they'd be nurses, walking past with cat faces.

"Now, don't stare." Scolded the Doctor. "Think what you look like to them, all pink and yellow."

"Good comparison there." Said Lily.

"That's where I'd put the shop." Replied the Doctor, taking her hand and pointing it in a direction. "Right there. Ward 26, thanks!" he said, as he and Lily walked into a lift.

"Hold on! Hold on!" shouted Rose, as the doors closed and she was left in the reception area.

"Oh, too late. We're going up. It's all right, there's another lift. Ward 26! And watch out for the disinfectant!"

"The what?"

"The disinfectant!"

"The what?"

"The disin…oh, you'll find out…"

"I hate the disinfectant." Muttered Lily. "Messes your hair up."

"Your hair could be as messy as you like, and I would still love you." Complimented the Doctor, adding a quick kiss before the disinfectant started.

"Commence stage one disinfection." Lily grimaced as she got soaking wet, and sighed as the blow drying started, glaring at the Doctor as he grinned at her.

"Great." She said, as they stepped out of the lift. "Just great." She looked up from taking her hair out of her now incredibly messy braid, to see a cat nurse in front of them.

"Nice place." Greeted the Doctor. "No shop, downstairs. I'd have a shop. Not a big one. Just a shop, so people can shop."

"The hospital is a place of healing." Replied the nurse.

"A shop does some people a world of good. Not me. Other people."

"The Sisters of Plentitude take a lifelong vow to help, and to mend." Lily ran her fingers through her hair before pulling it back into a braid again.

"Excuse me!" shouted an, in Lily's opinion, uptight woman standing by a patients bed. "Members of the public may only gaze upon the Duke of Manhattan with written permission from the Senate of New New York."

"If I'm not mistaken," said Lily. "That's Petrifold Regression. Am I right?"

"I'm dying, ma'am." Replied the Duke.

"He called me ma'am." Whispered Lily, elbowing the Doctor in the ribs, smiling. "I could get used to that."

"A lifetime of charity and abstinence, and it ends like this."

"Any statements made by the Duke of Manhattan may not be made public without official clearance!"

"Faru Clovis! I'm so weak."

"Sister Jatt. A little privacy, please."

"He'll be up and about in no time." Reassured the nurse.

"I doubt it." Replied the Doctor. "Petrifold Regression? He's turning to stone. There won't be a cure for, oh, a thousand years? He might be up and about, but only as a statue."

"Have faith in the Sisterhood. But is there no one here you recognize? It's rather unusual to visit without knowing the patient."

"No, I think I've found him." Lily gave him a confused look as he walked forward towards a large face in a giant container. Shrugging her shoulders, she followed him, looking back to check for Rose. It was strange for her to be this late…

"Novice Hame, if I leave this gentleman and his lady in your care?"

"My lady, I like that." Grinned the Doctor. "Oh, and I think our friend got lost. Rose Tyler. Could you ask at reception?"

"Certainly sir." Replied Sister Jatt, before leaving.

"I'm afraid the Face of Boe's asleep. That's all he tends to do these days. Are you a friend, or…"

"We met one on Platform One. What's wrong with him?"

"I'm so sorry. I thought you knew. The Face of Boe is dying."

"Of what?" asked Lily. She'd never met the Face of Boe, though the Doctor had told her all about him.

"Old age. The one thing we can't cure. He's thousands of years old. Some people say millions, although that's impossible."

"Oh, I don't know." Argued the Doctor, crouching down so he was level with the face, pulling Lily with him. "I'm here. I look a bit different, but it's me. It's the Doctor, and I brought someone I think you'd like to meet. This is Lily, she's my…well, I love her and that's that." Lily smiled at his honesty. "I'll be right back." Lily watched as he stood up walking around the corner.

"So…" she trailed off, not knowing what to say. "How are you then big…guy? The Doctor's great isn't he? He told me about you, when he first met you. It sounded…fun." She cringed at her words, but what was she supposed to say? She got awkward around certain people.

"That's very kind." She heard Sister Hame say. "There's no need."

"You're the one working." Replied the Doctor, who had got her a glass of water, and was now standing next to Lily (who had got up when he returned) again.

"There's not much to do, just maintain his smoke. And I suppose I'm company. I can hear him singing sometimes, in my mind. Such ancient songs."

"Are we the only visitors?"

"The rest of Boe-kind became extinct long ago. He's the only one left. Legend says the Face of Boe has watched the universe grow old. There's all sorts of superstitions around him. One story says that just before his death, the Face of Boe will impart his great secret, and he will speak those words only to one like himself."

"What does that mean?"

"It's just a story."

"Tell us the rest."

"It's said he'll talk to a wanderer. To the man without a home. The lonely God."

"Doctor." Said Lily, getting his attention. "Rose still isn't here."

"Argh, yes. I'll ring her. Hang on a tick. Where've you been? How long does it take to Ward 26?"

"Not the usual greeting you say when on a phone, is it?" jested Lily.

"I'm on my way, governor." Replied Rose, who was on loud speaker so Lily could hear. "I shall proceed up the apples and pears."

"Are you ok?" asked Lily.

"Of course I am, yeah."

"You'll never guess." Continued the Doctor. "We're with the Face of Boe. Remember him?"

"Of course I do. That big old boat race."

"Right, yeah…I'd better go. See you in a minute." Lily frowned. That didn't sound like Rose.

"Didn't think I was going to make it!" Lily heard the Duke celebrate. "It's that couple again! They're my good luck charm, come in. Don't be shy."

"Any friendship expressed by the Duke of Manhattan does not constitute a form of legal contract."

"Winch me up. Up! Look at me. No sign of infection."

"Champagne, sir?" a waiter asked.

"No thanks. But, you had Petrifold Regression, right?"

"That being the operative word." Replied the Duke. "Past tense. Completely cured."

"But that's impossible." Said the Doctor, looking at Lily who was sipping at a glass of champagne that she'd accepted.

"Primitive species would accuse us of magic, but it's merely the tender application of science." Informed the sister nearby.

"How on Earth did you cure him?"

"How on New Earth, you might say."

"What's in that solution?" asked Lily.

"A simple remedy."

"Then tell us what it is." Urged the Doctor.

"I'm sorry. Patient confidentiality. I don't believe we've met. My name is Matron Casp."

"I'm the Doctor. This is Lily."

"I think you'll find we're the doctors here."

"Matron Casp." Called Sister Jatt. "You're needed in intensive care."

"If you would excuse me."

-8-

Lily was just finishing her glass of champagne when she saw Rose come in through the entrance to the ward.

"There you are!" greeted Lily, running forward to give her a hug, frowning when Rose didn't return it.

"Rose!" Shouted the Doctor. "Come and look at this patient. Marconi's Disease. Should take years to recover. Two days. I've never seen anything like it. They've invented a cell washing cascade. It's amazing. Their medical science is way advanced. And this one. Pallidome Pancrosis. Kills you in ten minutes, and he's fine. I need to find a terminal. I've got to see how they do this. Because if they've got the best medicine in the world, then why is it such a secret?"

"I can't Adam and Eve it." Said Rose.

"What's…what's. What's with the voice?"

"Oh, I don't know. Just larking about. New Earth, new me."

"Well, I can talk. New New Doctor."

"Mmm, aren't you just." Lily was just about to speak when Rose lunged forward, kissing the Doctor who just stood there with his eyes wide open. "Terminal's this way. Phew."

"Lily… I…er…" stuttered the Doctor, who couldn't believe what had just happened. "That meant nothing! I didn't mean to…erm…"

"Doctor." Interrupted Lily. The Doctor stopped his rambling to look at her. What was she about to say? She must hate him. He'd kissed another woman! Well, HE hadn't kissed her, but he'd been kissed, and anyone who kissed him who wasn't Lily, well, there would never be another woman that kissed him other than Lily again. He'd make sure of that. But surely she'd be mad? He was knocked out of his train of thoughts by a sudden pressure on his lips. Knowing this time that it truly was Lily kissing him, he kissed her back, not fully understanding why she was doing that but not bothering to argue. "It's fine. I don't think that's Rose though."

"No." replied the Doctor when he was finally able to speak again. "I think we better keep an eye on her."

"Yeah, come on."

"Nope, nothing odd." Said the Doctor after they'd found the terminal. "Surgery, post-op, nano-dentistry. No sign of a shop. They should have a shop."

"No." argued Rose. "It's missing something else. When I was downstairs, those Nurse Cat Nuns were talking about intensive care. Where is it?"

"You're right! Well done."

"Why would they hide a whole department? It's got to be there somewhere. Search the sub-frame."

"What if the sub-frame's locked?" asked Lily, curious to see what 'Rose' would say.

"Try the installation protocol."

"Yeah. Of course. Sorry."

_That's definitely not Rose._ Said Lily through her thoughts to the Doctor.

_Definitely not. She wouldn't even know what a sub-frame is._ Replied the Doctor, as he used his sonic screwdriver to open a wall to reveal a corridor.

"Intensive care." He said, grabbing Lily's hand. "Certainly looks intensive." Lily and the Doctor followed Rose down the corridor, revealing a room that contained thousands of cells. The Doctor's grip on Lily's hand tightened. This place obviously didn't exactly spell safety, and he felt a lot better when she was at his side. He walked up to a random cell, opening it to reveal a man that she assumed was human, riddled with diseases.

"That's disgusting!" exclaimed Rose. "What's wrong with him?"

"I'm sorry. I'm so sorry." Pitied the Doctor, as he opened another cell, this time revealing a woman.

"What disease is that?"

"All of them. Every single disease in the galaxy. They've been infected with everything."

"What about us? Are we safe?"

"The air's sterile. Just don't touch them."

"How many patients are there?"

"But they're sick."

"They were born sick. They're meant to be sick. They exist to be sick. Lab rats. No wonder the Sisters have a cure for everything. They've built the ultimate research laboratory. A human farm."

"Why don't they just die?"

"Plague carriers. The last to go."

"It's for the greater cause."

"Novice Hame. When you took your vows, did you agree to this?" spat the Doctor, moving Lily so she was a bit more behind him.

"The Sisterhood was sworn to help."

"What, by killing?"

"But they're not real people. They're specially grown. They have no proper existence."

"What's the turnover, hmm? Thousand a day? Thousand the next? Thousand the next? How many thousands? For how many years? How many?!"

"Mankind needed us! They came to this planet with so many illnesses. We couldn't cope. We did try. We tried everything. We tried using clone-meat and bio-cattle, but the results were too slow, so the Sisterhood grew its own flesh. That's all they are. Flesh."

"These people are alive."

"But think of those humans out there, healthy and happy, because of us."

"If they live because of this, then life is worthless."

"But who are you to decide that?"

"I'm the Doctor. And if you don't like it, if you want to take it to a higher authority, then there isn't one. It stops with me."

"Just to confirm." Interrupted Rose. "None of the humans in the city actually know about this?"

"We thought it best not." Replied the Sister.

"Hold on." Added Lily, moving to the Doctor's side. "Just, thought I'd join in here. I can understand your vows, what you've done. I understand that, doesn't mean I agree…but, there is one thing I don't understand. What have you done to Rose?"

"I don't know what you mean."

"I think you'll find I'm being very, very calm and relaxed here. Because trust me, when something happens to my family, I don't take that lightly. But the only reason I'm being calm right now, is because I know that the brain is a very delicate thing, and whatever you've done to Rose's head, we want it reversed."

"We haven't done anything."

"I'm perfectly fine." Reassured Rose.

"Those people are dying, and Rose would care." Snapped Lily, going to move farther forward, but being restricted due to the Doctor's grip now around her waist.

"Oh, all right, clever clogs. Smarty pants, lady-killer." Lily growled at the last one, a noise that, although the time may not have been ideal, the Doctor couldn't deny that he liked.

"What's happened to you?" asked the Doctor.

"I knew something was going on in this hospital, but I need this body and your mind to find it out."

"Who are you?"

"The last human."

"Cassandra?"

"Wake up and smell the perfume." Sneered Cassandra as she squirted the perfume at Lily, who passed out. Before the Doctor could even react, he too found himself unconscious.

-8-

The Doctor woke moments later to find himself in an empty cell, Lily no where in sight. He immediately started panicking. Where was she?

"Let me out! Let me out!"

"Aren't you lucky they keep spares?" came Rose's/Cassandra's voice from the opposite side. "Standing room only."

"Where's Lily?"

"The other girl? Oh, just next door. You can be neighbours!"

"You've stolen Rose's body!"

"Over the years, I've thought of a thousand ways to kill you Doctor. And now, that's exactly what I've got. One thousand diseases, and I've got your precious little Lily right where I want her. I hurt her, and I hurt you. They pump the patients with a top-up every ten minutes. You've got about three minutes left. Enjoy."

"Get Lily out of there, and let Rose go, Cassandra!" demanded the Doctor. Lily was in danger. He HAD to get out!

"I will. As soon as I've found someone younger, and less common, then I'll junk her with the waste. Not hushaby. It's showtime."

"Lily!" shouted the Doctor. If she was just next door, surely she could hear him?

"I'm here." Came her reply.

"Are you ok?"

"Bit of a headache. I think I hit it on the floor when I passed out." She replied.

"Well…" the Doctor drifted off as the door to his cell opened, as well as all of the doors on that same level, including Lily's. He immediately ran out of his cell, hugging Lily tightly as she stumbled out of hers. "What have you done?" he shouted at Cassandra.

"Gave the system a shot of adrenaline, just to wake them up. See you!"

"Don't touch them! Whatever you do, don't touch!" Lily gasped in horror as suddenly every single cell that was there opened, each revealing a person that was as equally diseased as the next.

"Oh, my God!"

"What the hell have you done?"

"It wasn't me!"

"One touch and you get every disease in the world, and I want that body safe, Cassandra. We've got to go down."

"But there's thousands of them!"

"Run! Down! Down! Go down!" Lily followed closely behind the Doctor, her hand secure in his, as she narrowly avoided the diseased people.. "Keep going! No, the lifts have closed down. That's the quarantine. Nothing's moving."

"This way!"

The Doctor pushed Lily in front of him as they kept running. He would get her out of here. No matter what. "Cassandra. You can't leave him down here! Someone will touch him!" shouted Lily, as Chip (Cassandra's assistant) was cut off from them.

"Leave him! He's just a clone thing. He's only got a half life. Come on!"

"Mistress!" shouted Chip.

"I'm sorry." Said the Doctor. "I can't let her escape."

"We're trapped!" shouted Cassandra. "What am I going to do?"

"Well, for starters, you're going to leave that body. That psychograft is banned on every civilized planet. You're compressing Rose to death."

"But I've got nowhere to go. My original skin is dead."

"Not my problem. You can float as atoms in the air. Now, get out. Give her back to me."

"You asked for it." Lily watched as a glow came out of Rose's body, flying through the air entering the Doctor.

"Oh my, this is different." Said Cassandra, who was now in the Doctor.

"Cassandra?" asked Rose, now back to herself.

"Goodness me, I'm a man. Yum. So many parts. Oh, two hearts! Oh, baby, I'm beating out a samba!"

"Get out of him Cassandra! Get out of him now!" shouted Lily, as the door burst open to reveal more of the diseased people.

"What do we do? What would he do? The Doctor, what the hell would he do?"

"Go up the ladder!"

"Out of the way blondie!" shouted Cassandra, pushing past Rose and Lily to climb the ladder first.

"Cassandra, get out of the Doctor! Now!"

"Oh, fine! To shut you up." Moaned Cassandra, as she moved from the Doctor to Lily. "Oh, now this is more like it." The Doctor blinked before realizing what was happening. Cassandra was in Lily. _His_ Lily. That was not going to happen.

"Get out of her, Cassandra." He growled.

"Where am I supposed to go? She just told me to get out of you."

"I order you to leave her!"

"Oh, fine." Moaned Cassandra, going back into the Doctor. "What do we do now? The door won't open!"

"You can start by leaving the Doctor."

"Use the sonic screwdriver!" shouted Rose.

"This thing?" asked Cassandra.

"Yes, that thing!" yelled Lily. "But you don't know how to use it, so leave the Doctor and we can all get out of here!"

"Well, I can't go into you two, he simply refuses. He's so rude."

"I don't care where you go, Cassandra. Go into someone further down. Just get out of him."

"Oh, I am so going to regret this…" said Cassandra, leaving the Doctor and going into a diseased person below that were slowing catching up to them. "Oh, sweet Lord, I look disgusting."

"Good to have you back." Smiled the Doctor, as he opened the hatch above them.

"Oh no you don't!" snarled Cassandra, quickly moving back into Lily as they sealed the hatch back up.

"That was your last warning Cassandra!" growled the Doctor. He'd just got Lily back from her. The seconds that Cassandra had been in her when they were on the ladder were some of the worst, knowing that it was Lily he was talking to, that she was _gone_, and now she was gone again. But he wouldn't let that happen. He would stop her.

"Inside her head…they're so alone. They keep reaching out, just to hold us. All their lives and they've never been touched." The Doctor's expression softened as he offered his hand to her. As he held her hand, he had to tell himself that this was _not_ Lily, but it was hard as he felt Lily's hand in his, it still felt the same.

"You ok?" asked Rose quietly, as she moved to walk on the other side of the Doctor. She'd seen his expression as Cassandra had gone in Lily, one of desperation. He was powerless to do anything to Cassandra while she was in Lily, because to hurt Cassandra would be to hurt Lily, and he would never do that.

"After this is over, I will be." Replied the Doctor, opening a door that had led them back to Ward 26. "We're safe! We're safe! We're safe!" he shouted, as the woman who had been with the Duke lunged at them with a metal stand. "We're clean! We're clean! Look, look."

"Show me your skin." She demanded.

"Look, clean. Look, if we'd been touched, we'd be dead. So how's it going up here? What's the status?"

"There's nothing but silence from the other wards. I think we're the only ones left. And I've been trying to override the quarantine. If I can trip a signal over to New New York, they can send a private executive squad."

"You can't do that. If they forced entry, they'd break quarantine."

"I am not dying in here."

"We can't let a single particle of disease get out. There are ten million people in that city. They'd all be at risk. Now, turn that off!"

"Not if it gets me out."

"All right, fine. So I have to stop you as well. Suits me. Lily, Rose, Novice Hame, everyone! Excuse me, your grace. Get me intravenous solutions for every single disease. Move it!" The Doctor looked around the room, collecting a long piece of rope that he tied around his body, which he hung the drip bags that people were giving him onto. "How's that?" he asked. "Will that do?"

"I don't know." Replied Cassandra. "Will it do for what?" The Doctor shook his head as he opened the door to the lifts. It was strange that Lily, even though it was actually Cassandra, didn't understand what he was doing. She always knew what he was doing. "The lifts aren't working."

"Not moving. Different thing. Here we go." Said the Doctor, putting the sonic screwdriver in his teeth and running towards the lift, grabbing the cable.

"What do you think you're doing?"

"I'm going down. Come on!"

"I need another pair if hands. Come on! What do you think? If you're so desperate to stay alive, why don't you live a little?"

"No!" shouted Cassandra, as she ran towards the lift, grabbing onto the cable while the Doctor steadied her, wrapping his arms around her waist. "You're completely mad. I can see why she loves you."

"Rose!" shouted the Doctor. Rose ran towards the lift, jumping onto the cable and managing to hold on to the other side of the Doctor. "Going down!"

"Well that's one way to lose weight." Commented Cassandra.

"Now, listen. When I say so, take hold of that lever." Order the Doctor.

"There's still a quarantine down there, we can't…"

"Hold that lever! Rose, make sure she does. I'm cooking up a cocktail. I know a bit about medicine myself." The Doctor looked away from Lily as he poured the contents of the drip bags into the lift's disinfectant tank. "Now, that lever's going to resist. But keep it in position. Hold onto it with everything you've got."

"What about you?" The Doctor looked at her in surprise. She'd sounded _so much _like Lily just then, showing concern.

"I've got an appointment. The Doctor is in." he replied, dropping down into the lift, the doors opening. "I'm in here! Come on!"

"Don't tell them!" shouted Cassandra.

"Pull that lever! Come and get me! Come on! I'm in here! Come on!"

"Commence stage one disinfection." Came the voice in the lift, the contents on the disinfectant tank pouring onto him. "Come on, come on. All they want to do is pass it on. Pass it on!"

"Pass on what? Pass on what?"

"Shut up!" he heard Rose shout.

"Pass it on!" He watched as the infected people touched each other, passing on the contents of the drip bags he put in, their skin clearing, and obviously healing them.

"What did they pass on?" asked Cassandra, as the Doctor helped her and Rose down from the top of the lift. "Did you kill them? All of them?"

"No. that's your way of doing thing. I'm the Doctor, and I cured them. That's right." Soothed the Doctor as a woman came to hug him. "Hey, there we go, sweetheart. Go to him. Go on, that's it. That's it. It's a new sub-species. A brand new form of life. New humans! Look at them. Look! Grown by cats, kept in the dark, fed by tubes, but completely, completely alive! You can't deny them, because you helped create them. The human race just keeps on going, keeps on changing. Life will out! Ha!"

-8-

The three of them had made their way up to Ward 26 after the quarantine had been lifted, the Doctor still soaking wet from the lift.

"All staff will present themselves to the officers for immediate arrest. I repeat, immediate arrest." Said a voice over the tannoy. "All new life forms will be cataloged and taken into care. All visitors to the hospital will be required to make a statement to NNYPD."

"The face of Boe!" exclaimed the Doctor, running to the end of the ward towards where the Face of Boe was still present, Cassandra and Rose running after him. "You were supposed to be dying."

"There are better things to do today." Replied the Face of Boe. "Dying can wait."

"Oh, I hate telepathy." Moaned Cassandra. "Just what I need, I head full of big face."

"Shh!" hushed the Doctor.

"I have grown tired with the Universe Doctor, buy you have taught me to look at it anew."

"There are legends, you know, saying you're millions of years old."

"There are? That would be impossible."

"Wouldn't it just. I got the impression there was something you wanted to tell me."

"A great secret."

"So the legend says."

"It can wait."

"Oh, does it have to?"

"We shall meet again, Doctor, for the third time, for the last time, and the truth shall be told. Until that day." The Face of Boe said, as he beamed away, leaving the three of them alone in the ward.

"That is enigmatic." Said the Doctor. "That, that is, that is textbook enigmatic. And now for you."

"But everything's happy!" argued Cassandra. "Everything's fine. Can't you just leave me."

"You've lived long enough. Leave that body and end it, Cassandra, because I want Lily back, now."

"I don't want to die."

"No one does."

"Help me."

"I can't."

"Mistress!" shouted Chip, who ran in the room, out of breath.

"Oh, you're alive." Breathed Cassandra.

"I kept myself safe for you, mistress."

"A body. And not just that, a volunteer."

"Don't you dare." Warned the Doctor. "He's got a life of his own."

"But I worship the mistress! I welcome her,"

"You can't. Cassandra, you…" but he was cut off as Cassandra left Lily's body and entered Chip, making Lily collapse into the Doctor's arms, which were ready to catch her. "Lily! Whoa! Are you okay? Are you hurt?"

"Hello." Smiled Lily. "I'm…I'm great, yeah."

"Welcome back. I missed you." The Doctor whispered, giving her a small kiss that soon deepened. He was so glad that she was back. In the hours that she was gone, he'd missed her so much. Missed her hugs, missed her kisses, and missed her smiles.

"Oh, sweet Lord, I'm a walking doodle." Said Cassandra, knocking Lily and the Doctor out of their moment.

"You can't stay in there." Said the Doctor, wrapping his arms around Lily's waist, and briefly smiling at how he loved the feeling. "I'm sorry, Cassandra, but that's not fair. I can take you to the city. They can build you a skin tank and you can stand trial for what you've done."

"Well, that would be rather dramatic. Possibly my finest hour, and certainly my finest hay, but I'm afraid we don't have time. Poor little Chip is only a half-life, and he's been through so much. His heart is racing so…he's failing. I don't think he's going to last…" she trailed off, falling to her knees.

"Are you alright?"

"I'm fine. I'm dying, but that's fine."

"I can take you to the city."

"No, you won't. Everything's new on this planet. There's no place for Chip and me anymore. You're right, Doctor. It's time to die, and that's good."

"Come on, there's one last thing I can do." Said the Doctor, taking her hand and leading her to the Tardis.

-8-

Lily opened the door of the Tardis to reveal a party, with people in black-tie and long party dresses.

"Oh no, don't." Lily heard Cassandra say in the party. "Stop it. Simply not true. Tiny. The beaches were so dismal, and the mosquitoes were…"

"Thank you." Said the Cassandra in Chip from behind her.

"Just go. And don't look back." Advised the Doctor.

"Good luck." Added Rose.

"And if you actually see them, you're shocked!" laughed the human Cassandra. "But don't quote me on that. Oh, naughty. À bientôt!"

"Excuse me, Lady Cassandra." Said the Cassandra in Chip.

"I'm sorry. I don't need anything right now. I'm fine, thank you."

"No, I just wanted to say, you look beautiful."

"Well, that's very kind, you strange little thing. Thank you very much."

"I mean it. You look beautiful."

"Thank you." Replied Cassandra, as the Chip version collapsed. "Oh, my Lord! Are you alright? What is it? What's wrong? Someone get help! Call a medic or something, quickly!"

"Who is he?" asked a woman, kneeling next to her.

"I don't know. He just came up to me. I don't even know his name. He just collapsed. I think he's dying. Someone do something! I've got you, sweetheart. It's all right. There you are. There you are, I've got you. It'll be alright. There, there, you poor little thing." Lily smiled at the scene as she walked back into the Tardis, followed by Rose and the Doctor. Here was proof that underneath everything, she was a good person.

"Are you sure you're okay?" asked the Doctor once they'd left. He'd already asked her that at least five times, but he was still worried.

"I told you, I'm fine. Stop worrying." Replied Lily, swatting his hands away.

"I know, but I can't help it." Said the Doctor, leaning his forehead against hers. "You mean too much to me to lose." Lily smiled, giving him a quick kiss.

"So, where now?"

"Anywhere you want."

-8-

A/N: and this chapter issss doonnne! Not much Rose in this one, but I couldn't think of many ways to actually include her. So, there we go. I quite like this chapter, if I do say so myself. Thank you for your reviews! They're very much appreciated. Next chapter, werewolves! I haven't seen this episode in a few years seeing as the channel I watch Doctor Who on doesn't air that episode for some reason. I'm not sure why, but it's really annoying as it was one of my favourites…but I'll try my best.

As always, please favourite and review!


	3. Chapter 3- Tooth And Claw

Chapter Three- Tooth and Claw

Lily entered the console room in the Tardis after changing into a one-shouldered, aztez-print maxi dress and a pair of gladiator sandals. She'd always liked this kind of outfit, and figured that now was as good a time as any to wear it.

The Doctor looked up from what he was doing on the console to find Lily leaning against a beam, looking at him. He felt his mouth drop as he took in what she was wearing. It wasn't revealing at all, but it hugged her curves in all the right places, and in his opinion, made her looking absolutely stunning.

"What about this? Think I'll blend in?" she asked, a smirk on her face as she took in the Doctor's expression.

"Er…no, you look…erm…gorgeous. You look gorgeous." He managed to get out. "I don't know about blending in though, you're far too beautiful. Always turning heads." He said, walking up to her and giving her a kiss.

"I don't know about that, but I definitely like this style of dress. It's very comfy."

"You should _definitely_ wear that kind of dress more often." Agreed the Doctor, his eyes drifting across Lily's body.

"You're just saying that because you think I look good." Smirked Lily, giving him a little twirl before running around the console away from the Doctor, who sensed what she was doing and ran after her. This went on for a couple of minutes before the Doctor, after purposefully going slow to make it funner, sped up, circling his arms around her waist and swinging her around.

"Got you." He murmured into her ear.

"Now what?" teased Lily.

"Well…"

"I'm coming down, just a warning!" they heard Rose shout. The two of them sprung apart just in time to see Rose coming down the steps wearing a pair of mini-dungarees. "What do you think of this? Will it do?"

"In the late 1970's? You'd be better off in a bin bag. Hold on, listen to this." Replied the Doctor, putting in a CD in a random part of the Tardis. "Ian Dury and the Blockheads. Number one in 1979."

"You're a punk."

"It's good to be a lunatic."

"That's what you are. A big old punk with a bit of rockability thrown in. How do you put up with him?"

"I do my best." Joked Lily.

"Would you like to see him?"

"How'd you mean? In concert?" asked Rose.

"What else is a Tardis for? I can take you to the Battle of Trafalgar, the first anti-gravity Olympics, Caesar crossing the Rubicon or Ian Dury at the Top Rank, Sheffield, England, Earth, 21st November, 1979. What do you think?"

"Sheffield it is."

"Hold on tight."

"Stop!" cried Rose, as the three of them get thrown to the floor.

"1979. Hell of a year. China invades Vietnam. The Muppet Movie. Love that film. Margaret Thatcher. Urgh. Skylab falls to Earth, with a little help from me. Nearly took off my thumb." Ranted the Doctor, as they all stepped out of the Tardis onto the Highlands. "And I like my thumb. I need my thumb. I'm very attached to…" he looked up as he heard the sound of rifles. "…my thumb." Looking around, he saw that they were surrounded by redcoats, an officer that seemed to be in charge sitting on a black horse above them. "1879. Same difference."

"What were you saying about me not blending in?" asked Lily, looking around awkwardly. This wasn't exactly the outfit she had panned for wearing in this year, although she hoped she could _just_ get away with it.

"You will explain your presence!" said a soldier. "And the nakedness of this girl."

"Are in Scotland?" asked the Doctor in a Scottish accent, making Lily have to cover her giggles.

"How can you be ignorant of that?"

"Oh, I'm, I'm dazed and confused. I've been chasing this, this wee naked child over hill and over dale. Isn't that right, ya timorous beastie?"

"Och, aye!" replied Rose. "I've been oot and obbot!"

"No, don't do that." Whispered Lily.

"Hoots mon."

"No, really don't." repeated the Doctor. "Really."

"Will you identify yourself, sir?"

"I'm Doctor James McCrimmon, from the town of Balamory, here with my wife Lillian. I have my credentials, if I may." Informed the Doctor, getting out his psychic paper. Lily blushed as the Doctor mentioned her as his wife. "As you can see, a Doctorate from the University of Edinburgh. I trained under Doctor Bell himself."

"Let them approach." Came a posh sounding voice from a nearby carriage.

"I don't think that's wise, ma'am."

"Let them approach."

"You will approach the carriage, and show all due deference." Ordered the soldier, opening the door to the carriage.

"Lily, Rose, might I introduce her Majesty Queen Victoria. Empress of India and Defender of the Faith." Lily stepped forward, giving the queen a graceful curtsy.

"Rose Tyler, ma'am. And my apologies for being so naked."

"I've had five daughters." Waved off the queen, looking down on the three of them. "It's nothing to me. But you, Doctor. Show me these credentials." She ordered, retrieving the psychic paper that the Doctor handed her. "Why didn't you say so immediately? It states clearly here that you have been appointed by the Lord Provost as my protector."

"Does it? Yes, it does! Good. Good…then let me ask- why is your majesty traveling by road when there's a train all the way to Aberdeen?"

"A tree on the line."

"An accident?"

"I am the queen of the United Kingdom of Great Britain and Ireland. Everything around me tends to be planned."

"An assassination attempt?"

"What, seriously?" asked Rose. "There's people out to kill you?"

"I'm quite used to staring down the barrel of a gun."

"Sir Robert MacLeish lives but ten miles hence." Informed the soldier from before. "We've sent word ahead. He'll shelter us for tonight, then we can reach Balmoral tomorrow."

"This Doctor, his wife and this timorous beastie will come with us."

"Yes ma'am. We'd better get moving, it's almost nightfall."

"Indeed. And there are stories of wolves in these parts. Fanciful tales intended to scare the children. But good for the blood, I think. Drive on!"

The Doctor took Lily's hand and pulled her down from the carriage as they started to walk behind the soldiers and the carriage, having to occasionally jog to keep up.

"It's funny though, because you say assassination and you just think of Kennedy and stuff. Not her." Said Rose.

"1879?" replied Lily. "I don't know. She'd already had, about, what? Six attempts on her life?" The Doctor nodded. "And I'll say something else…we just met Queen Victoria! That's something to cross off my list."

"I know! Wait, you have a list?"

"Yep, off all the things I want to do and all the places I want to go to."

"Everything then?" joked Rose.

"Yep! But what a laugh this has been!"

"She was just sitting there."

"Like a stamp." Added the Doctor.

"I want her to say we are not amused. I bet you five quid I can make her say it."

"Well, if I gambled on that, it'd be an abuse of my privileges of traveler in time."

"Ten quid?"

"Done." Lily could only shake her head at the Doctor's antics.

-8-

The three of them followed the carriage into a courtyard where they could see a man coming out to greet them.

"Your Majesty." He said.

"Sir Robert." Replied the queen. "My apologies for the emergency. And how is Lady Isobel?"

"She's indisposed, I'm afraid. She's gone to Edinburgh for the season. And she's taken the cook with her. The kitchens are barely stocked. I wouldn't blame Your Majesty is you wanted to ride on."

"Oh, not at all! I've had quite enough carriage exercise. And this is charming, if rustic. It's my first visit to this house. My late husband spoke of it often. The Torchwood Estate. Now, shall we go inside? And please excuse the naked girl."

"Sorry." Said Rose, although not sounding sorry in the slightest.

"She's a feral child. I bought her for sixpence in old London Town. It was her or the Elephant Man, and my wife didn't like him, so…"

"Thinks he's funny but I'm so not amused." Said Rose. "What do you think, Ma'am?"

"It hardly matters. Shall we proceed?" Lily laughed at Rose's disappointment.

"So close."

"Makerson and Ramsey, you will escort the property." Said a man nearby. "Hurry up."

"Yes, sir." The three of them watched as they took a small locked box from the carriage and carried it to the house.

"So, what's in there then?" asked the Doctor.

"Property of the crown." Replied the man. "You will dismiss any further thoughts, sir. The rest of you go to the rear of the house. Assume your designated positions."

"Come on." Said Lily, dragging the two of them towards the house, and following the queen into what looked like an observatory. "You don't want to upset them more than you usually do." The Doctor pouted at what she said before shrugging. He did have a _small_ tendency to upset people who were supposed to be his hosts…

"This, I take it, is the famous Endeavor." Stated Queen Victoria, looking at a bronze telescope.

"All my father's work." Replied Robert. "Built by hand in his final years. Became something of an obsession. He spent his money on this rather than caring for the house or himself."

"I wish I'd met him." Said the Doctor, looking at the telescope. "I like him. That thing's beautiful. Not as beautiful as Lily here though." He added quickly, making a blush spread on her cheeks. "Ahem…can I?"

"Help yourself."

"What did he model it on?" asked Lily, also moving forward to look at the object.

"I know nothing about it. To be honest, most of us thought him a little, shall we say, eccentric. I wish now I'd spent more time with him and listened to his stories."

"It's a bit rubbish. How many prisms has it got? Way too many. The magnification's gone right over the top. That's kind of…am I being rude again?"

"Just a little. But he is right. Far too many prisms." Replied Lily.

"But it's pretty. It's very pretty."

"And the imagination of it should be applauded." Said Victoria.

"Mmm." Added Rose. "Thought you might disapprove, your majesty. Stargazing. Isn't that a bit fanciful? You could easily not be amused, or something? No?"

"This device surveys the infinite work of God. What could be finer? Sir Robert's father was an example to us all. A polymath, steeped in astronomy and sciences, yet equally versed in folklore and fairytales."

"Nice try." Muttered Lily to Rose.

"Stars and magic. I like him more and more."

"Sounds like I've got a bit of competition going on." Lily joked.

"Never, my love." Replied the Doctor, wrapping an arm around her waist.

"Oh, my late husband enjoyed his company. Prince Albert himself was acquainted with many rural superstitions, coming as he did from Saxe Coburg."

"That's Bavaria."

"When Albert was told about your local wolf, he was transported."

"So, what's this wolf, then?"

"It's just a story." Said Robert.

"Then tell it." Said Lily.

"It's said that…"

"Excuse me, sir." Interrupted a servant. "Perhaps her majesty's party could repair to their rooms. It's almost dark."

"Of course. Yes, of course."

"And then supper." Added the queen. "And could we find some clothes for Miss Tyler? I'm tired of nakedness."

"It's not amusing, is it?" asked Rose, as Lily tried to stifle her giggles.

"Sir Robert, your wife must have left some clothes. See to it. We shall dine at seven, and talk some more of this wolf. After all, there is a full moon tonight."

"So there is, ma'am."

-8-

"Nice room, this." Said the Doctor, bouncing on the bed. "I like it."

"You like a lot of things here, don't you?" asked Lily, as she brushed her hair.

"Not as much as you." He replied, wrapping his arms around her from behind and pressing his lips against her neck.

"You know we have to go down to dinner now?"

"Dinner can wait."

"I don't think the queen will appreciate that." Lily said, moving out of his grip. "Come on." The Doctor sighed before following her out of the door.

"Your companion begs an apology, Doctor, Miss. Lillian." Said Angelo as they sat down at the table. "Her clothing has somewhat delayed her."

"Oh, that's all right." Replied the Doctor. "Save her a wee bit of ham."

"You should do the Scottish accent more often, you know." Whispered Lily. "I think it suits you." The Doctor grinned.

"The feral child could probably eat it raw." Scoffed the queen.

"Very wise, ma'am. Very witty." Said Reynolds.

"Slightly witty, perhaps. I know you rarely get the chance to dine with my, Captain, but don't get too excited. I shall contain my wit in case I do you further injury."

"Yes, ma'am. Sorry, ma'am."

"Besides, we're all waiting on Sir Robert." Added the Doctor. "Come, sir. You promised us a tale of nightmares. Lily here enjoys a good tale, don't you, love?"

"Oh, yes!"

"Indeed, since my husband's death, I find myself with more of a taste for supernatural fiction."

"You must miss him." Stated Lily, holding the Doctor's hand. She couldn't imagine being without him.

"Very much. Oh, completely. And that's the charm of a ghost story, isn't it? Not the scares and the chills, that's just for children, but the hope of some contact with the great beyond. We all want some message from that place. It's the Creator's greatest mystery that we're allowed no such consolation. The dead stay silent, and we must wait. Come. Begin your tale, Sir Robert. There's a chill in the air. The wind is howling through the eaves. Tell us of monsters."

"The story goes back three hundred years. Every full moon, the howling rings through the valley. The next morning, livestock is found ripped apart and devoured."

"Tales like this just disguise the work of thieves. Steal a sheep and blame a wolf, simple as that." Scoffed Reynolds.

"But sometimes a child goes missing. Once in a generation, a boy will vanish from his homestead."

"Are there descriptions of the creature?" asked the Doctor.

"Oh, yes, Doctor. Drawings and woodcarvings. And it's not merely a wolf. It's more than that. This is a man who becomes an animal."

"A werewolf?" asked Lily, looking out of the window to see a full moon hanging in the sky.

"My father didn't treat it as a story. He said it was fact. He even claimed to have communed with the beast, to have learned its purpose. I should have listened. His work was hindered. He made enemies. There's a monastery in the Glen of Saint Catherine. The Brethren opposed my father's investigations." Lily raised an eyebrow as she saw Angelo chanting as he stared outside.

"Perhaps they thought his work ungodly." Suggested the queen.

"That's what I thought. But now I wonder. What if they had a different reason for wanting the story kept quiet? What if they turned from God and worshipped the wolf?"

"And what if they were with us right now?" asked the Doctor.

"Did you have to say that in a creepy voice?" asked Lily.

"What is the meaning of this?" asked Victoria.

"Explain yourself, Sir Robert!" commanded Reynolds.

"What's happening?"

"I'm sorry, your majesty!" shouted Robert. "They've got my wife!"

"Rose! Where's Rose?" asked the Doctor, getting to his feet. "Where is she? Sir Robert, come on!"

"Tell me, sir. I demand to know your intention!" shouted Reynolds.

"Lupus deus est. Lupus deus est." chanted Angelo.

"What is it that you want?"

"The throne." Lily ran out of the room after the Doctor and Robert as Angelo disarmed Reynolds. They ran down corridors and down stairs until finally they reached a door that Lily assumed would be to the cellar.

"It's locked!" exclaimed the Doctor.

"Kick it down then!"

"Yeah. Right." Lily ran through the door as it was kicked open to see Rose and a few other people who she knew was the servants and Robert's wife, chained together.

"Where the hell have you been?" yelled Rose.

"Doctor…" said Lily, her eyes locked on the creature in the crate.

"Oh." Said the Doctor, now looking at the creature as well. "That's beautiful."

"Come on, go. Get out!" shouted Robert, as the werewolf broke out of the crate.

"Out! Out! Out! Out! Out! Out! Out! Out!"

"Doctor"! shouted Lily, as he stopped to admire the werewolf. "Come on!"

-8-

"Arms, and you six." Said the Steward. "Ready everyone? Take the girls." He said to Lady Isobel. "Get them out through the kitchen."

"I can't leave you. What will you do?"

"I must defend her majesty." Said Robert. "Now, don't think of me, just go!"

"All of you, at my side! Come on!"

"It could be any form of light modulated species triggered by specific wavelengths." Said the Doctor, using the sonic to remove the chains. "Did it say what it wanted?"

"The queen, the crown, the throne- you name it." Replied Rose. Lily's head shot up as a crash sounded throughout the room, like something bursting through a wooden door. The Doctor moved forward looking down the hallway, seeing the werewolf at the other end.

"Fire! Fire!" shouted the Steward.

"All right, you men. We should retreat upstairs. Come with me." Said the Doctor, keeping a tight grip on Lily's hand, as if she would disappear at any moment.

"I'll not retreat. The battle's done. There's no creature on God's Earth that could survive such an assault."

"I'm telling you, come upstairs!"

"Listen to him!" yelled Lily.

"And I'm telling you, Sir, Ma'am, I will sleep well tonight with that thing's hide upon my wall. It must have crawled away to die." The Doctor pulled Lily away as the Steward was hoisted up to the ceiling, running into the hallway as sounds of snarling and ripping echoed through the room.

"There's nothing we can do!"

"Your majesty? Your majesty!" said Robert, as they met him on the stairs.

"Sir Robert? What's happening?" asked the queen. "I heard such terrible noises."

"Your majesty. We've got to get out. But what of Father Angelo? Is he still here?"

"Captain Reynolds disposed of him."

"The front door's no good. It's been boarded shut. Pardon me, your majesty. You'll have to leg it out of a window."

"Excuse my manners, ma'am, but I shall go first, the better to assist her majesty's egress." Said Robert as they entered the drawing room.

"A noble sentiment, my Sir Walter Raleigh."

"Yeah, any chance you could hurry up?" asked the Doctor, his English accent returning. The window opened, and the monks outside started firing. "I reckon the monkey boys want us to stay inside."

"Do they know who I am?"

"Yeah, that's why they want you." Informed Rose. "The wolf's lined you up for a…a biting."

"Stop this talk. There can't be an actual wolf!" exclaimed Victoria as they ran into the corridor, a howl echoing throughout the house.

"What do we do?"

"We run." Replied the Doctor.

"Is that it?"

"You got any silver bullets?"

"Not on me, no."

"There we are then, we run. Your majesty, as a Doctor, I recommend a vigourous jog. Good for the health. Come on!" Lily ran closely after the Doctor, one hand in his and the other in Rose's to make sure she kept up. "Come on! Come on!"

The Doctor panicked as he saw that the werewolf had nearly caught up with them. He pulled on Lily's hand urging her to go faster. There was no way in hell she was getting hurt when he was right there able to protect her. He'd rather die than see her hurt. And he knew she'd do the same, not that he'd let her do it however. Lily smiled hearing his train of thoughts. She really was lucky. The one person who'd been there for her her entire life (she didn't count being in Van Statten's cell; she knew he thought she was still in the Time Lock he'd set on her planet. He didn't know she was still alive) actually loved her back!

"I'll take this position and hold it!" said Reynolds, breaking them both out of their thoughts as the werewolf nearly got to them. "You keep moving, for god's sake! Your majesty, I went to look for the property and it was taken. The chest was empty."

"I have it." Replied the queen. "It's safe."

"Then remove yourself, Ma'am. Doctor, you stand as her majesty's protector. And you, Sir Robert, you're a traitor to the crown."

"Bullets can't stop it!" yelled Lily. How could she leave this man when it was so obvious that he was going to die? And he knew that, which made it worse.

"They'll buy you time. Now run!" Lily had no choice to argue as the Doctor pulled her away, his grip on her hand never releasing. Gunshots sounded around the house as they ran into the library, Lily squeezing her eyes shut as they stopped and screams were heard.

"Rose!" shouted the Doctor, dragging the girl inside.

"Barricade the door." Ordered Robert. Moments later, the door was barricaded with bits of furniture from around the room.

"Wait a minute. Shush, shush. Wait a minute." There was a howl. "It's stopped." Lily heard it sniff at the door before walking away. "It's gone."

"Listen." There were footsteps and growls from outside the walls of the room as the werewolf walked around the room looking for a way in. Lily stepped closer to the Doctor, who wrapped an arm around her.

"Is this the only door?" she asked.

"Yes." Replied Robert. "No!" the others leapt into action, barricading the other door.

"Shush." Silenced Lily as the noises outside continued.

"I don't understand. What's stopping it?" asked Rose.

"Something inside this room. Must be. What is it though? Why can't it get in?"

"I'll tell you what though."

"What?" asked the Doctor.

"Werewolf!"

"I know. You all right?"

"I'm okay, yeah."

"I'm sorry, ma'am." Said Robert. "It's all my fault. I should have sent you away. I tried to suggest something was wrong. I thought you might notice. Did you think there was nothing strange about my household staff?"

"Well, they were bald, athletic. Your wife's away. I just thought you were happy." Said the Doctor.

"I'll tell you what though, ma'am." Said Rose. "I bet you're not amused now."

"Do you think this is funny?" Queen Victoria asked Rose, looking slightly angry.

"No, ma'am. I'm sorry."

"I think you're going to lose the bet." Lily murmured. Rose only responded by sticking her tongue out.

"What exactly, I pray tell me, someone, please, what exactly is that creature?"

"You would call it a werewolf." Answered Lily. "But, actually, it's more of a lupine wavelength haemovariform."

"And should I trust you, ma'am? You and your husband who changes his voice so easily? What happened to your accent?"

"Oh, right. Sorry, that's…"

"I'll not have it! No, sir. Not you, not that thing, none of it. This is not my world." Lily sighed as the queen walked away. She was finding it difficult to try and figure a way out of this one. Tracing her fingers over the carvings in the door, Lily thought. And thought. There must be _something. _Something right in front of them that they were missing.

"Hang on a minute." She said, finally seeing what she'd been tracing on the door for the past few minutes. "Mistletoe. Sir Robert, did your father put that there?"

"I don't know. I suppose."

"Oh, you are brilliant!" exclaimed the Doctor, kissing Lily deeply. "Absolutely brilliant!" He added more kisses all over her face. "It's on the other door too. No, a carving wouldn't be enough, I wonder…" Lily rolled her eyes as he licked the woodwork. He did that far too many times. "Viscum album, the oil of the mistletoe. It's been worked into the wood like a varnish. How clever was your dad. I love him. Not as much as Lily of course. Powerful stuff, mistletoe. Bursting with lectins and viscotoxins."

"And the wolf's allergic to it?" asked Rose.

"Well, it thinks it is. The monkey monk monks need a way of controlling the wolf, maybe they trained it to react against certain things."

"Nevertheless, that creature won't give up, Doctor." Said Robert. "And we still don't possess an actual weapon."

"Oh, your father got all the brains, didn't he?"

"This version of you is very rude, isn't it?" asked Lily, whacking him on the arm.

"Never to you though." Lily smiled. "Good, anyway, I meant that one. You want weapons? We're in a library. Books! Best weapons in the world. This room's the greatest arsenal we could have. Arm yourself." He said, throwing books around the room to people. Lily frowned. She loved books. They were some of her favourite past times. In fact, back on Gallifrey, she'd written books on various subjects, mostly from when she was in the Academy. She was never one for being big headed, but she knew she wasn't exactly 'stupid'. She was classed as one of the highest rated people in the Academy, and had even been offered a place on the High Council, which she'd turned down. She knew how corrupted people got on there, and she much preferred working in the labs, inventing things and researching other civilizations among the stars. Seeing books as weapons was not one of the things she wanted to see, but if it meant saving her life, saving the _Doctor's_ life, she'd gladly do it.

"Biology, zoology." Mused Rose. "There might be something on wolves in here."

"Hold on." Interrupted the Doctor. "What about this? A book on mistletoe."

"A book on magic."

"Some form of explosive." added Robert.

"Hmm, that sort of thing."

"Wolf's bane." Said Rose. "What about that?"

"Look what your old dad found. Something fell to Earth."

"A spaceship?"

"A shooting star." Corrected Robert, reading from the book. "In the year of our Lord 1540, under the reign of King James the Fifth, an almighty fire did burn in the pit. That's the Glen of Saint Catherine just by the monastery."

"But that's over three hundred years ago! What's it been waiting for?"

"Maybe a single cell survived." Voiced Lily. "Adapting slowly down the generations, it survived through the humans, host after host after host."

"But why does it want the throne?" asked Robert.

"That's what it said." Agreed Rose. "It said so. The, the Empire of the Wolf."

"Imagine it." Said the Doctor. "The Victorian Age accelerated. Starships and missiles fueled by coal and driven by steam, leaving history devastated in its wake…"

"Sir Robert, if I am to die here…" started the queen, who had been silent up until this point.

"Don't say that, your majesty."

"I would destroy myself rather than let that creature infect me. But that's no matter. I ask only that you find some place of safekeeping for something far older and more precious than myself."

"Hardly the time to worry about your valuables." Said the Doctor.

"Thank you for your opinion, but there is nothing more valuable than this." Lily's mouth dropped open at what she revealed.

"Is that the Koh-I-Noor?" asked Rose, whose face was mirroring Lily's.

"Oh, yes." Smiled the Doctor. "The greatest diamond in the world."

"Given to me as the spoils of war. Perhaps its legend is now coming true. It is said that whoever owns it must surely die."

"Well, that's true of anything if you own it long enough. Can I?" he asked, as he was handed the diamond. "That is so beautiful."

"How much is that worth?" asked Rose.

"They say the wages of the entire planet for a whole week."

"Good job my mum's not here. She'd be fighting the wolf off with her bare hands for that thing." Lily struggled to hide her laughs, which the Doctor found quite adorable. Whenever she did that, she'd bite her lip and her cheeks would turn a bright shade of red.

"And she'd win."

"Where is the wolf?" asked Robert. "I don't trust this silence."

"Why do you travel with it?" asked Lily. "The diamond. Why are you traveling with it?"

"My annual pilgrimage. I'm taking it to Helier and Carew, the Royal Jewellers at Hazelhead. The stone needs recutting."

"Oh, but it's perfect." Said Rose.

"My late husband never thought so."

"Now, there's a fact." Said the Doctor, handing Lily the diamond. "Prince Albert kept on having the Koh-I-Noor cut down. It used to be forty percent bigger than this. But he was never happy. Kept on cutting and cutting."

"He always said the shine was not quite right. But he died with it still unfinished."

"Unfinished. Oh, yes!"

"Here you go." Said Lily, handing the stone back. She was sure the queen wouldn't be too thrilled if she forgot she had it and never handed it back. That would be bad…

"There's a lot more unfinished business in this house. His father's research, and your husband, ma'am, he came here and he sought the perfect diamond. Hold on, hold on. All these separate things, they're not separate at all, they're connected. Oh, my head, my head. What if this house, it's a trap for you. Is that right, ma'am?"

"Obviously."

"At least, that's what the wolf intended. But, what if there's a trap inside the trap?"

"Explain yourself Doctor."

"What if his father and your husband weren't just telling each other stories. They dared to imagine all this was true, and they planned against it, laying the real trap not for you but for the wolf. That wolf there." He said, looking up to the domes skylight, seeing the glass crack. "Out! Out! Out!"

"Good idea shutting it in." said Lily as they ran into the corridor.

"Your majesty!"

"Get to the observatory!" said the Doctor, as the werewolf caught up with Rose. Lily moved forward to help her, moving back when the Doctor wrapped his arms around her waist. He knew she wanted to help her, but she wouldn't get there in time for starters, and there was no way she was going near that thing. That, and he saw Isobel creeping up on the werewolf from behind, throwing a pan of liquid over the creature. "Good shot."

"It was mistletoe."

"Isobel!" shouted Robert, running forward to kiss her. Lily smiled, leaning back into the Doctor's chest. She knew how it felt to be reunited with the one you love when you're in danger. One of the best feelings in the world. "Now get back downstairs."

"Keep yourself safe."

"Now go."

"Girls, come with me. Down the back stairs, back to the kitchens. Quickly!"

"Come on." Said Lily, walking down the corridor.

"The observatory's this way." Said Robert, pointing the other way.

"I knew that. Now let's go." Lily walked with her head high in the air as though she hadn't just made a bit of a fool of herself. The Doctor loved how she could make everyone smile in a situation like this, and she didn't even know that she did it.

-8-

"No mistletoe in these doors because your father wanted the wolf to get inside." Said the Doctor as they stood outside the observatory. "I just need time. Is there any way of barricading this?"

"Just do your work and I'll defend it." Said Robert.

"If we could bind them shut with rope or something…."

"I said I'd find you time, sir. Now get inside."

"Good man."

"Thank you." Said Lily, giving him a kiss on the cheek before heading inside.

"Your majesty, the diamond." Said the Doctor, as the door shut.

"For what purpose?"

"The purpose it was designed for." He watched as Lily went to the side of the room, looking out of the window. He knew she wasn't close to Sir Robert, she hadn't really spoken to him, but she'd got to know him, and now she knew what was to come for him. All he wanted was to go and comfort her, but that would be pointless if the wolf got in the room. His sacrifice would be for nothing. So he'd beat the wolf first, and then comfort Lily. "Rose. Lift this. Come on." He said, going to the controls for the telescope.

"Is this the right time for stargazing?"

"Yes it is."

"I committed treason for you, but now my wife will remember me with honour!" Lily heard Robert shout.

"No…" she muttered, swinging the door open and pulling the man inside before he could get hurt. The wolf's paw just missed where his head would have been as the door shut again.

"I'm safe…"

"I'm sorry. Well, no I'm not. But you wouldn't have stood a chance against that thing. Better to have you in here alive than out there dead. It would take the same amount of time for the wolf to break in anyway. Besides, you can't leave your wife." Lily smiled.

"Thank you." Robert said, hugging the girl. "You saved my life."

"You said this thing doesn't work!" stated Rose, pulling her gaze away from Lily and Robert to look at the Doctor.

"It doesn't work as a telescope because that's not what it is. It's a light chamber. It magnifies the light rays like a weapon. We've just got to power it up."

"It won't work. There's no electricity. Moonlight. But the wolf needs moonlight. It's made by moonlight."

"You're seventy percent water but you can still drown. Come on! Come on!" Robert pulled Lily away as the wolf burst into the room as the moon shone through the telescope lens, bouncing between the prisms and magnifying the further it went. The wolf didn't stop for long as it went straight for Queen Victoria and the Doctor wasted no time in sliding the diamond to where the light hit the floor. It refracted upwards, hitting the werewolf in its beam and lifting it up from the floor. Lily looked as the werewolf hung there, its form turning from that of a wolf back to the young man that had once been, hanging as if crucified in mid air.

"Make it brighter." It said. "Let me go." The Doctor adjusted the magnification on the eyepiece, making the man turn back into wolf form before howling and vanishing.

"Your Majesty." Said the Doctor. "Did it bite you?"

"No, it's, it's a cut, that's all."

"If that thing bit you…?"

"It was a splinter of wood when the door came apart. It's nothing."

"Let me see."

"It is nothing."

The Doctor held his arms out in defence before moving over to Lily who was talking to Rose after Robert had moved over to the Queen. "Are you ok?" he asked, pulling her into a hug. "Never do that again. You could have been killed."

"But I saved Sir Robert's life." She replied, confused as to why he would say that.

"I know, and I'm so proud of you, but I could have lost you, and that would have been so much worse."

Lily smiled, burying her head in his chest.

-8-

The Doctor, Lily and Rose were knelt in front of Queen Victoria in the presence of the whole household. The queen held a sword in her hand.

"By the power invested in me by the church and the state, I dub thee Sir Doctor and Dame Lillian of Tardis. By the power invested in me by the church and the state, I dub thee Dame Rose of the Powell Estate. You may stand."

"Many thanks, ma'am." Said the Doctor as Lily curtseyed as best she could in her dress.

"Thanks." Agreed Rose. "They're never going to believe this back home."

"Your majesty. You said last night about receiving no message from the great beyond. I think your husband cut that diamond to save your life. He's protecting you even now, ma'am, from beyond the grave."

"Indeed." Replied the queen. "Then you may think on this also. That I am not amused."

"Yes!" cheered Rose.

"Not remotely amused. And henceforth, I banish you."

"Excuse me?" asked Lily.

"I rewarded you, Lady Lillian, and now you are exiled from this empire, never to return. I don't know what you are, the three of you, or where you're from, but I know that you consort with stars and magic and think it fun. But your world is steeped in terror and blasphemy and death, and I will not allow it. You will leave this shores and you will reflect, I hope, on how you came to stray so far from all that is good, and how much longer you will survive this terrible life. Now leave my world, and never return."

-8-

"Whoa!" yelled Dougal as he slowed the cart the three of them were riding on the back of.

"Cheers, Dougal." Thanked the Doctor, as he helped Lily hop down from the cart.

"Walk on."

"No, but the thing is, Queen Victoria did actually suffer a mutation of the blood. It's historical record. She was haemophiliac. They used to call it the Royal Disease. But it's always been a mystery because she didn't inherit it. Her mum didn't have it, her dad didn't have it. It came from nowhere."

"What, and you're saying it's a wolf bite?" asked Rose.

"Well, maybe haemophilia is just a Victorian euphemism."

"For werewolf?"

"Could be."

"Queen Victoria's a werewolf?"

"Could be. And her children had the Royal Disease. Maybe she gave them a quick nip."

"So, the royal family are werewolves?"

"Well, maybe not yet. I mean, a single wolf cell could take a hundred years to mature. Might be ready by, oh, early 21st century?"

"Nah, that's just ridiculous! Mind you, Princess Anne…"

"I'll say no more."

"And if you think about it, they're very private. They plan everything in advance. They could schedule themselves around the moon. We'd never know. And they like hunting!" Rose rambled, as they entered the Tardis. "They love blood sports. Oh my God, they're werewolves!"

Lily laughed as the Doctor piloted the Tardis. "And Doctor, I believe you owe Rose ten pounds."

"What for?"

"She won the bet."

"Well, technically the bet was that _Rose_ had to make her say it."

"And she did. It was partly due to Rose's actions that she said it. So pay up, come on."

"Yes, well, haha, I would, but you know me. No money." Lily rolled her eyes.

"So why did you bet then?" the Doctor shrugged, looking down. She knew he was only acting being ashamed, but it looked funny anyway.

"It doesn't matter. He can pay me when we get back to 'modern times'." Said Rose. "I'm going to bed. Wake me when we're somewhere." She waved, walking down the stairs towards her room.

"So…" said the Doctor, walking closer to Lily. "I think now is a good a time as any to carry on where we left off before dinner…" he wrapped his arms around her waist.

"Ah ha. Nope. I'm tired too. Wake me when we get there!" Lily shouted, walking towards her room as well, giggling when she saw the Doctor run after her. It was going to be a fun night…

-8-

A/N: Oh my god! I can't believe how long it took for me to update. Well, here it is anyway. The next chapter. I'm not sure if it's my best, but oh well... coming up next…school reunion and Sarah Jane. I personally love Sarah Jane, and I think he and Lily are going to get quite close. Lily wanting to meet the woman who kept the Doctor safe and helped him when she was not around.

Please remember to review and favourite! It gives me inspiration! :)


	4. Chapter 4- School Reunion

Chapter Four- School Reunion

"Good morning class. Are we sitting comfortably?" asked the Doctor, walking into the physics classroom that he was now the teacher of. He'd been put in the physics department, where Lily was in the chemistry one. Rose had been quite put out that she was stuck as a part of the kitchen staff. "So, physics. Physics, eh? Physics. Physics. Physics! Physics. Physics, physics, physics, physics, physics, physics. I hope one of you is getting all this down. Okay let's see what you know. Two identical strips of nylon are charged with static electricity and hung from a string so they can swing freely. What would happen if they were brought near each other?" He looked around the classroom to see a boy with glasses on raising his hand. "Yes, er, what's your name?"

"Milo."

"Milo! Off you go."

"They'd repel each other because they have the same charge."

"Correctamundo! A word I have never used before and hopefully never will again. Question two. I coil up a thin piece of microwire and place it in a glass of water. Then I turn on the electricity and measure to see if the water's temperature is affected. My question is this. How do I measure the electrical power going into the coil?" The Doctor looked slightly disheartened when only Milo's hand went up. Everyone else looked bored. This wasn't exactly encouraging. But like Lily would say, _keep your head up._ "Someone else. No? Okay, Milo, go for it."

"Measure the current and PDs in an ammeter and voltmeter."

"Two to Milo. Right then, Milo, tell me this. True or false. The greater the dampening of the system, the quicker it loses energy to its surroundings."

"False."

"What is non-coding DNA?"

"DNA that doesn't code for a protein."

"Sixty five thousand nine hundred and eighty three times five?"

"Three hundred and twenty nine thousand nine hundred and fifteen."

"How do you travel faster than light?"

"By opening a quantum tunnel with an FTL factor of thirty six point seven recurring." The Doctor's jaw dropped. He should _not_ know that. Something was definitely wrong here, and although he'd never admit it, it was probably a good job Mickey had phoned Rose and told them… He'd have to see what Lily had found out in her class at lunch.

-8-

The Doctor had just got his and Lily's lunch and had found an empty table in the canteen. He had to admit, Rose did not look happy. Lily had suggested that she apply for the library or the office, but it turns out the only thing open for her was the kitchens. Not her ideal job, he noticed.

"Two days." Said Rose, sitting down opposite him.

"Sorry, could you just? There's a bit of gravy. No, no, just, just there." He joked, pointing to an area on the table and gesturing her to wipe it.

"Two days we've been here, and where's Lily, anyway?"

"Running late, and blame your boyfriend. He's the one who put us into this. And he was right. Boy in class this morning, got a knowledge way beyond planet Earth."

"You eating those chips?"

"Yeah, they're a bit different."

"I think they're gorgeous. Wish I had school dinners like this."

"Hey." Said Lily, coming up from behind the Doctor and sitting down next to him. The Doctor raised an eyebrow at her. The ends of her hair looked singed, and she smelt of smoke. "These chips taste a bit funny."

"What happened?" he asked.

"Well, I thought I'd make it an interesting first class, you know? Try and get them interested. So, I thought why not do an experiment? React potassium chlorate with a red gummy bear, it's kinda interesting for them, right? And they seemed to enjoy it. Until one of them accidentally used a beaker that was too big and surrounding the room in smoke. Hence the smell and the hair. But the weird thing was, unlike kids who would normally run around screaming and run out of the room, they opened all the windows not saying a word. It was weird."

"If it helps, you look beautiful covered in smoke." Grinned the Doctor, leaning over to kiss her cheek. "And I know, it's very well behaved, this place. Had this kid in my class, had knowledge way beyond Earth."

"Mmm." Agreed Rose, now eating Lily's chips as she had pushed them away. Lily was eating the left over gummy bears from her class, sharing them with the Doctor.

"I thought there'd be happy slapping hoodies. Happy slapping hoodies with ASBOs. Happy slapping hoodies with ASBOs and ringtones. Huh? Huh? Oh yeah. Don't tell me I don't fit in."

"You never fit in." replied Lily, raising her eyebrows. "But I think that's a good thing."

"You are not permitted to leave your station during a sitting." Said a dinner lady that Lily assumed was Rose's 'boss' that had come up to the table.

"I was just talking to these teachers."

"Hello." Smiled the Doctor, giving a little wave.

"They don't like the chips."

"The menu has been specifically designed by the headmaster to improve concentration and performance. Now get back to work."

"See? This is me. Dinner lady." Scoffed Rose.

"I'll have the crumble."

"Ooo! Can I have the apple pie?" added Lily. "I like pie."

"I'm so going to kill you." Lily and the Doctor laughed as Rose walked away, mumbling to herself why she had to be stuck in the kitchen.

"I'm heading to the staff room." Said Lily, standing up. "You coming?"

"Yeah. Hold on." He replied, jogging over to Rose to say they were going. "Ok, let's go." The two of them walked down the corridors towards the staffroom. It wasn't a particularly long walk, but there was a kind of eerie feeling in the corridors. Nothing was happening, so when they got to the staffroom, it was nice to relax. Well, as much as they could with the strange behaviour some of the teachers were exhibiting.

"Hello. Mr and Mrs Smith, is it?" The two of them turned around to see another teacher standing there with a mug of coffee.

"Yes. Hello! John Smith. My wife Lillian. Nice to meet you." Greeted the Doctor, giving the man what he thought of as a hearty handshake.

"Hi. Can you excuse me?" said Lily. "Just need to, er…clean up." She gestured to her face. After removing all of the marks from her face from the smoke, which took longer than expected, she walked back to find the Doctor and the other teacher deep in conversation.

"Yesterday, I had a twelve year old girl give me the exact height of the Walls of Troy in cubits." Said the teacher.

"And, it's ever since the new headmaster arrived?" asked the Doctor, taking hold of Lily's hand when she stood next to him.

"Finch arrived three months ago. Next day, half the staff got flu. Finch replaced them with that lot, except for the teacher you replaced Mr Smith, and that was just plain weird, her winning the lottery like that."

"How's that weird?" asked Lily.

"She never played. Said the ticket was posted through her door at midnight. And the teacher you replaced, Miss Smith, just disappeared. Not a trace."

"Hmm. The world is very strange."

"Excuse me colleagues." Said the Headmaster, coming into the room with a woman. "A moment of your time. May I introduce Miss Sarah Jane Smith. Miss Smith is a journalist who's writing a profile about me for the Sunday Times. I thought it might be useful for her to get a view from the trenches, so to speak. Don't spare my blushes."

"Is that?" asked Lily, knowing full well this was the woman the Doctor had told her so much about; who had traveled with him for so many years.

"Yes, it is!"

"Hello." Said Sarah Jane, coming to talk to them.

"Oh, I should think so." Replied the Doctor, grinning from ear to ear.

"Hi." Said Lily.

"And, you are?"

"Hm? Er, Smith. John Smith. My wife Lillian."

"John Smith. I used to have a friend who sometimes went by that name."

"Well, it's a very common name."

"He was a very uncommon man. Nice to meet you."

"Nice to meet you. Yes, very nice. More than nice. Brilliant."

"Er, so, er, have you worked here long?"

"No. er, it's only our second day."

"Oh, so you're new then. So, what do you think of the school? I mean, this new curriculum? So many children getting ill. Doesn't that strike you as odd?"

"You don't sound like someone just doing a profile." Stated Lily.

"Well, no harm in a little investigation while I'm here."

"No. Good for you."

"Good for you." Said the Doctor, beaming as she walked away to some other teachers. "Oh, good for you, Sarah Jane Smith."

"I can't believe I just met Sarah! Oh, that just made my day!" grinned Lily.

-8-

The Doctor, Lily, Rose and Mickey gathered in the school. They were trying to figure out what was going on, why the people here were acting so strangely. Lily had washed and changed, getting rid of the smoke smell that had followed her for the rest of the day. It turned out opening the windows got rid of the smoke, but the smell lingered for a while longer.

"Oh, it's weird seeing school at night." Shuddered Rose. "It just feels wrong. When I was a kid, I used to think all the teachers slept in the school."

"All right, team." Said the Doctor, wrapping his arm around Lily's waist which was beginning to be how they permanently stood now. "Oh, I hate people who say team. Er, gang. Er, comrades. Anyway, Rose, go to the kitchen. Get a sample of that oil. Mickey, the new staff are all maths teachers. Go and check out the maths department. I'm going to look in Finch's office. Be back here in ten minutes. Come on, Lily."

"Oh, I'm coming with you then. Ok." She said, skipping next to him. Going down various corridors to get to the head's office, Lily nearly ran into the Doctor as he stopped.

"Hello, Sarah Jane." He said.

"It's you. Oh, Doctor, oh my God, it's you, isn't it. You've regenerated."

"Yeah. Half a dozen times since we last met."

"You look incredible."

"So do you."

"Huh. I got old. What are you doing here?"

"Well, UFO sighting, school gets record results. I couldn't resist. What about you?"

"The same. I thought you'd died. I waited for you and you didn't come back, and I though you must have died."

"I lived. Everyone else died. Well, except Lily here. Remember Lily?"

"Yeah. You said she was your wife back there?"

"Not really. As good as."

"Sarah Jane Smith." Said Lily, going over to hug her. "I can't believe I'm actually meeting you. It's an honour."

"And you. But what do you mean, everyone else died?"

"Everyone died, Sarah. The whole planet. The whole war."

"I can't believe it's you." They heard Mickey scream. "Okay, now I can!"

"Did you hear that?" asked Rose, running up to them. "Who's she?"

"Rose, Sarah Jane. Sarah Jane, Rose."

"Hi, nice to meet you." Greeted Sarah Jane. "You can tell you're getting older. Your assistants are getting younger."

"I'm not his assistant."

"No? Huh." Lily and the Doctor exchanged a look as they entered the classroom Mickey was in. It was clear that the two of them were not going to get along, they'd just met each other and already they were sending snide remarks to each other. Which she could understand, not that she condoned it. Rose was going to feel threatened that Sarah Jane would come back and replace her. Sarah Jane was going to feel a little betrayed that she was replaced, although Lily knew that she would be happy that the Doctor had found someone while she was gone. She'd just have to let them work it out and hope for the best.

"Sorry!" shouted Mickey, seeing them enter the room, a little confused at the new woman with them. "Sorry, it was only me. You told me to investigate, so I started looking through some of these cupboards and all of these fell on me."

"Oh, my God, they're rats. Dozens of rats. Vacuum packed rats."

"And you decided to scream." Stated the Doctor.

"It took me by surprise!"

"Like a little girl?"

"It was dark! I was covered in rats!"

"Nine, maybe ten years old. I'm seeing pigtails, frilly skirt…"

"Doctor!" scolded Lily. "Behave. He's trying."

"Hello, can we focus?" asked Rose. "Does anyone notice anything strange about this? Rats in school?"

"Well, obviously they use them in biology lessons. They dissect them" retorted Sarah Jane. "Or maybe you haven't reached that bit yet? How old are you?"

"Excuse me, no one dissects rats in school anymore. They haven't done that for years. Where are you from, the dark ages?"

"Anyway, moving on…" said the Doctor, not wanting two of his companions to fight. "Everything started when Mister Finch arrived. We should go and check his office."

"I don't mean to be rude or anything," started Rose as they walked down the corridor to the headmaster's office. "But who exactly are you?"

"Sarah Jane Smith. I used to travel with the Doctor."

"Oh. Well, he's never mentioned you."

"Oh, I must've done." Defended the Doctor. "Sarah Jane. I mention her all the time."

"Hold on. Sorry. Never."

"What, not even once? He didn't even mention me once?"

"He does mention you, Sarah." Said Lily, wanting to reassure the woman. "All the time. He tells me all the time of your adventures. And I want to thank you for looking after him for me while I wasn't there. He must have been a handful…" The Doctor smiled as she went to stand next to the woman to talk to her, reassure her that she had not been forgotten, and she hadn't. It was true that he spoke about her to Lily and not to Rose, because he felt that Lily would understand. He knew that Rose might get jealous of another companion, even if she wasn't traveling with him anymore, and that proved to be true.

"Maybe those rats were food." Suggested the Doctor as he soniced the door open to the office.

"Food for what?" asked Rose.

"Rose…" said Lily, looking up. "Remember when you said you thought all the teachers slept in the school? Well, they do."

"No way!" Hanging upside down from the ceiling of the headmaster's office, were creatures that looked like giant bats. Nothing like Lily had ever seen before.

"I think we should…back away now…" suggested Lily, as they ran out of the office and shut the door.

"I am not going back in there. No way." Said Mickey, running into the yard outside.

"Those were teachers." Stated Rose.

"When Finch arrived, he brought with him seven new teachers, four dinner ladies and a nurse. Thirteen. Thirteen big bat people. Come on."

"Come on? You've got to be kidding!"

"I need the Tardis. I've got to analyse that oil from the kitchen."

"I might be able to help you there." Inputted Sarah Jane. "I've got something to show you." The four of them followed Sarah Jane towards her car, waiting while she opened her boot.

"K9!" exclaimed the Doctor. "Lily, Rose Tyler, Mickey Smith, allow me to introduce K9. Well, K9 Mark Three to be precise."

"No way!" shouted Lily. "The K9. Wow! This is so cool. I'll tell you something. I'm having a field trip day here! Amazing!"

"She's a dog person." Explained the Doctor to Sarah Jane, who was beaming at the girl's reaction.

"Why does he look so disco?" asked Rose, who was not looking to impressed.

"Oi!" shouted the Doctor. "Listen, in the year five thousand, this was cutting edge. What's happened to him?"

"Oh, one day, he just, nothing."

"Well, why don't you try and get him repaired?"

"Well, it's not like getting parts for a Mini Metro. Besides, the technology inside him could rewrite human science. I couldn't show him to anyone."

"Ooh, what's the nasty lady done to you, eh?"

"Look, no offence, but could you three just stop petting for a minute? Never mind the tin dog. We're busy." Snapped Rose.

-8-

The Doctor, Lily and Sarah Jane sat at a table in the corner of a small café while Mickey and Rose were at the counter ordering chips. Lily had already ordered hers and was busy nibbling on them while the Doctor and Sarah Jane were talking. The chips here were a lot better than the ones at school, by far in her opinion.

"I thought of you on Christmas Day." Said Sarah Jane. "This Christmas just gone? Great big spaceship overhead. I thought, oh yeah, bet he's up there."

"Right on top of it, yeah."

"And Rose. Lily?"

"Yep, they were there too."

"We had chocolate." Joked Lily.

"Yep. Chocolate orange. My favourite."

"Did I do something wrong?" asked Sarah Jane. "Because you never came back for me. You just dumped me."

"I told you. I was called back home and in those days humans weren't allowed."

"I waited for you. I missed you."

"Oh, you didn't need me." Said the Doctor, taking Lily's hand, feeling uncomfortable. He didn't like it when his companions felt like this. He _never_ wanted his companions to feel like this. "You were getting on with your life."

"You were my life. You know what the most difficult thing was? Coping with what happens next, or with what doesn't happen next. You took me to the furthest reaches of the galaxy, you showed me supernovas, intergalactic battles, and then you just dropped me back on Earth. How could anything compare to that?"

"All those things you saw, do you want me to apologise for that?"

"No! But we get a taste of that splendour and then we have to go back."

"Look at you, you're investigating. You found that school. You're doing what we always did."

"You could have come back."

"I couldn't."

"Why not?" The Doctor didn't reply. "It wasn't Croydon. Where you dropped me off, that wasn't Croydon."

"Where was it?"

"Aberdeen."

"Right. That's next to Croydon, isn't it?"

"It's right at the other end of the country." Laughed Lily. The Doctor really wasn't good at navigating. There was suddenly a low beeping.

"Oh, hey. Now we're in business!"

"Master." Came a voice from K9.

"He recognises me!"

"Affirmative."

"Rose, give us the oil."

"I wouldn't touch it though." She warned. "That dinner lady got all scorched."

"I'm no dinner lady. I don't think Lily would love me as much if I was. Ahem, anyway… here we go. Come on, boy. Here we go."

"Oil. Ex…ex…ex…extract. Ana…ana…analysing."

"Listen to him, man. That's a voice!" said Mickey.

"Careful, that's my dog."

"Confirmation of analysis. Substance is Krillitane Oil."

"They're Krillitanes." Breathed Lily. _That_ was why she didn't recognise them! She hated races like that, forever changing their appearances so she couldn't recognise them. Destroying other races just so they got another advantage.

"Is that bad?" asked Rose.

"Very. Think of how bad things could possibly be, and add another suitcase full of bad."

"Good explanation there." Said Lily.

"And what are Krillitanes?"

"They're a composite race." Explained Lily. "Just like your culture is a mixture of traditions from all sorts of countries, people you've invaded or have been invaded by. You've got bits of Viking, bits of France, bits of whatever. The Krillitanes are the same. An amalgam of the races they've conquered. But they take physical aspects as well. They cherry pick the best bits from the people they destroy. That's why we didn't recognise them. I can't remember the last time I saw them."

"The last time I saw them, they looked just like us, but with really long necks." Agreed the Doctor.

"You really are exactly like him, aren't you?" asked Sarah Jane, smiling. She was happy the Doctor had found someone. All his people were gone, he needed some happiness, and he looked happier than he had ever seen him. She remembered how he always used to talk about her. It was Lily this and Lily that, and she was just as amazing as he had described her.

"What're they doing here?" asked Rose.

"It's the children." Breathed the Doctor. "They're doing something to the children."

"So, what's the big deal with the tin dog?" asked Mickey as they put K9 back in the boot of Sarah Jane's car.

"The Doctor likes traveling with an entourage. Sometimes they're humans, sometimes their aliens, and sometimes they're tin dogs. What about you? Where do you fit in the picture?"

"Me? I'm their man in Havana. I'm the technical support. I'm. Oh, my god, I'm the tin dog!"

"Oh, Mickey. You're so much more than that!" said Lily, going back to the Doctor and Rose who were coming out of the coffee shop.

"How many of us have there been traveling with you?" asked Rose.

"Does it matter?" responded the Doctor, seeing Lily come over and grabbing her hand. He would need support in this one.

"Yeah, it does, if I'm just the latest in a long line."

"As opposed to what?"

"I thought…I obviously thought wrong. I've been to the year five billion, right, but this? Now this is really seeing the future. You just leave us behind. Is that what you're going to do to me?"

"No. Not to you."

"But Sarah Jane? You were that close to her once, and now you never even mention her. Why not?"

"Rose…" Lily started, only to be cut off by the Doctor.

"I don't age. Me and Lily don't age, Rose. We regenerate. But humans decay. You wither and you die. Imagine watching that to someone you care about. You can spend the rest of your life with me, with us, but we can't spend the rest of ours with you. We have to live on. Alone. That's the curse of the Time Lords."

"Time Lords." They heard, echoed. Looking up to where they heard the voice, they ducked as a huge bat like creature- a Krillitane like the one in the head's office- swooped down on them before flying off again.

"Was that a Krillitane?" asked Sarah Jane.

"But it didn't even touch her." Said Rose. "It just flew off. What did it do that for?"

-8-

"Rose and Sarah, you go the maths room." Ordered the Doctor, as they stood in the school yard the next morning. They had decided to go back into the café for the rest of the night, feeling too exposed out in the open. "Crack open those computers, I need to see the hardware inside. Here, you might need this." He said, handing over his sonic screwdriver. "Mickey, surveillance. I want you outside."

"Just stand outside?"

"Here, take these. You can keep K9 company." Said Sarah Jane.

"Don't forget to leave the window open a crack." Added the Doctor.

"But he's metal!"

"I didn't mean for him."

"You are awful." Said Lily, making the Doctor pout.

"What're you two going to do?" asked Rose, frowning at the thought of spending more time than necessary with Sarah Jane. Sensing this, Lily stepped in.

"It's time we had a word with Mr Finch. Besides, this gives you two time to bond. Share stories and what not. Come on, Doctor."

"Why did you do that?" asked the Doctor, running to catch up with Lily who had walked off towards the swimming pool.

"Can't you sense the tension between them? It'd be nice if they got along. Sarah seems nice, I'm glad we met. She sounds like she was good for you."

"Yeah. She was." Agreed the Doctor, walking to the far side of the pool.

"Ooo, are we doing that dramatic thing where we stand here silently waiting for him to come in. I've always wanted to do that." The Doctor smiled at her trying to lighten the mood, frowning when he saw Mr Finch come into the room.

"Who are you?" he asked.

"My name is Brother Lassa. And you?"

"The Doctor and Lily. Since when did the Krillitanes have wings?"

"It's been our form for nearly ten generations now. Our ancestors invaded Bessan. The people there had some rather lovely wings. They made a million widows in one day. Just imagine."

"And now you're shaped human." Stated Lily.

"A personal favourite, that's all."

"What about the others?"

"My brothers remain bat form. What you see is a simple morphic illusion. Scratch the surface and the true Krillitane lies beneath. And what of the Time Lords. I always thought of you as such a pompous race. Ancient, dusty senators, so frightened of change and chaos. And of course, they're all but extinct. Only you two. The last."

"This plan of your. What is it?" asked the Doctor, seeing Lily's mood drop further at the bad words about their race, even if they were partly true.

"You don't know?"

"That's why I'm asking."

"Well, show me how clever you are. Work it out."

"If we don't like it, then it will stop."

"Fascinating. Your people were peaceful to the point of indolence. You seem to be something new. Would you declare war on us, Doctor?"

"I'm so old now. I used to have so much mercy. You get one warning. That was it." He said, walking towards the exit, keeping Lily close.

"But we're not even enemies. Soon you will embrace us. The next time we meet, you will join me. You and your precious _flower_." Finch spat the last word. "I promise you."

"Hey." Said Lily, as they walked down the corridor that led to the computer room that Sarah Jane and Rose would be in. "Don't take what he said personally, okay?" The Doctor swallowed.

"Yeah, okay." He smiled, opening the door to reveal Sarah Jane and Rose laughing with each other.

"This makes a nice change, doesn't it Doctor?"

"How's it going?" he asked. "What?" he said, as they kept laughing, harder than they had previously. "Listen, I need to find out what's programmed inside these. What? Stop it!"

"At least they're getting along." Said Lily.

"All pupils to class immediately." Said a voice over the tannoy. "And would all members of staff congregate in the staff room."

"Rose. Go to that door." Ordered Lily. "Make sure that no children come in here. Say it's out of bounds or something."

"I can't shift it." Lily turned around to see the Doctor sitting on the floor with wires looping around his neck and shoulders as he tried to get inside the CPU. She didn't say anything, it wasn't the time, but she couldn't deny that he looked good like that. Strange to say, but it was true.

"I thought the sonic screwdriver could open anything!" said Sarah Jane.

"Anything except a deadlock seal. There's got to be something inside here. What're they teaching those kids?"

"You wanted the programme? There it is."

"Some sort of code." Lily looked at the screen to see what looked like boxes that rotated, each side with a different symbol on it. It looked familiar, but what was it? Looking wide eyed at the screen, she looked at the Doctor, who had a mirrored expression. "No. no, that can't be."

"It's the Skasis Paradigm." Said Lily. "They're trying to crack the Skasis Paradigm."

"The Skasis what?" asked Sarah Jane.

"The God maker." She explained. "The universal theory. Crack that equation and you've got control of the building blocks of the universe. Time and space and matter, yours to control."

"What. And the kids are like a giant computer?" asked Rose.

"Yes." Said the Doctor. "And their learning power is being accelerated by the oil. That oil from the kitchens, it works as a…as a conducting agent. Makes the kids cleverer."

"But the oil's on the chips. I've been eating them."

"What's fifty nine times thirty five?"

"Two thousand and sixty five. Oh, my god!"

"But why use children?" asked Sarah Jane. "Can't they use adults?"

"No." replied Lily, really not liking their new discovery. Now she understood what Mr Finch had said back at the pool. "It's got to be children. The God maker needs imagination to solve it. They're not just using the children's brains to crack the code, they're using their souls."

"Let the lesson begin." Said Mr Finch, smirking as he entered the room. The Doctor moved protectively in front of Lily. "Think of it, Time Lords. With the Paradigm solved, reality becomes clay in our hands. We can shape the universe, and improve it."

"Oh yeah?" asked the Doctor. "The whole of creation with the face of Mr Finch? Call me old fashioned, but I like the way things are."

"You act like such a radical, and yet all you want to do is preserve the old order? Think of the changes that could be made if this power was used for good!"

"What, by someone like you?"

"No, someone like you. The Paradigm gives us power, but you could give us wisdom. You _both_ could! Become a God at my side. Imagine what you could do! Together forever. Think of the civilisations you could save. Perganon, Assinta. Your own people, standing tall! The Time Lords reborn!"

"Doctor, Lily, don't listen to him." Shouted Sarah Jane.

"And you could be with them throughout eternity. Young, fresh, never wither, never age, never die. Their lives so fleeting. So many goodbyes. How lonely you both must be, Doctor. Join us."

"I could save everyone…"

"Yes."

"I could stop the war."

"No! The universe has to move forward. Pain and loss, they define us as much as happiness or love. Whether it's a world, or a relationship, everything has its time. And everything ends. Lily, tell him!" The Doctor, snapping out of whatever he was in, came to his senses and threw a chair at the big screen with the Paradigm, smashing it.

"Out!" The Doctor kept a tight grip on Lily's hand as they ran down the stairs, meeting Mickey at the bottom next to a smashed front entrance to the school.

"What is going on?" asked Mickey.

"Urm…" stuttered Lily, looking behind her to see the Krillitanes coming after them. "I suggest we move."

"Are they my teachers?" asked a pupil that Lily knew to be Kenny.

"Yeah. Sorry."

"We need the Doctor and Lily alive. As for the others? You can feast." The Doctor pushed Lily to the ground and dived after her under the tables in the canteen. He knew full well they wouldn't kill them, but they could still hurt them to get them to Mr Finch and he was _not_ putting Lily in danger like that. Suddenly, red lasers started firing at the Krillitanes flying around.

"K9!" shouted Sarah Jane.

"Suggest you engage running mode, mistress."

"Come on!" shouted the Doctor, running out of the canteen. "K9, hold them back!"

"Affirmative, master. Maximum defence mode. Power supply failing."

"It's the oil." Stated the Doctor as they hid in the physics laboratory. "Krillitane life forms can't handle the oil. That's it! They've changed their physiology so often their own oil is toxic to them. How much was there in the kitchens?"

"Barrels of it." Replied Rose, as thumping began to sound on the door.

"Okay, we need to get to the kitchens. Mickey."

"What now, hold the coats?"

"Get all the children unplugged and out of the school. Now then, bats, bats, bats. How do we fight bats?" Lily was about to respond when Kenny hit the fire alarm, setting a high pitched sound around the school, making the Krillitanes shriek while they ran past them towards the kitchen. It seemed today was one of those days where they would be doing a _lot_ of running.

"Master." Said K9 as they stood outside the canteen.

"Come on, boy. Good boy."

"We should get a dog." Joked Lily, watching the Doctor beckon K9.

"They've been deadlock sealed." Said the Doctor as he moved over to the barrels of oil with his sonic screwdriver. "Finch must've done that. I can't open them."

"The vats would not withstand a direct hit from my laser, but my batteries are failing." Stated K9.

"Right. Everyone out the back door. K9, stay with me." Lily stayed behind as the others went out the back door, slightly confused as to what was going on, but not going to argue. "Lily, what did I just say? Get out!"

"I'm not leaving you, now come on. We need to move these barrels." The Doctor sighed, but didn't disagree as he moved the barrels into a line.

"Capacity for only one shot, master. For maximum impact, I must be stationed directly beside the vat."

"But you'll be trapped inside." Said the Doctor, sadly.

"That is correct."

"I can't let you do that."

"No alternative possible, master."

"Goodbye, old friend."

"Goodbye master."

"Bye K9." Added Lily.

"Goodbye Mistress."

"He called me Mistress." She said happily.

"You good dog."

"Affirmative." Running out of the room, the Doctor literally dragged Lily out of the room he was running so fast.

"Where's K9?" asked Sarah Jane, as he sealed the door.

"We need to run."

"Where is he? What have you done?" Lily looked at Sarah Jane sadly as they ran to the school yard where the pupils and Mickey were waiting. She flinched as the school blew up, not liking the sound of the explosion. But mostly for the fact that she knew Sarah Jane was going to be so upset at the loss of K9. Maybe there was something they could do…

"I'm sorry." Said the Doctor.

"It's all right. He was just a daft metal dog. It's fine, really…" she drifted off before bursting into tears. Not knowing what to do, the Doctor put his arm around her and let her cry into his shoulder. He wasn't really good at comforting, that was Lily's job. But right now, Sarah needed him to make sure she got the comfort she wanted, even if he wasn't that good at giving it.

-8-

"Cup of tea?" asked the Doctor, as Sarah Jane walked into the Tardis.

"You've redecorated."

"Do you like it?"

"Oh, I, I do! Yeah. I preferred it as it was, but, er…yeah. It'll do."

"I love it." Inputted Rose.

"Hey, you, what's forty seven times three hundred and sixty nine."

"No idea. It's gone now. The oil's faded."

"But you're still clever. More than a match for him." The Doctor pouted as she said that, Lily putting an arm around her waist, which the Doctor moved and wrapped his arms around her waist instead, trapping her. He liked this position a lot better.

"You and me both. Doctor?"

"Er, we're about to head off, but you could come with us." He replied.

"No. I can't do this anymore. Besides, I've got a much bigger adventure ahead. Time I stopped waiting for you and found a life of my own."

"Can I come?" asked Mickey hopefully. "No, not with you, I mean with you. Because I'm not the tin dog, and I want to see what's out there."

"Oh, go on Doctor! Sarah Jane Smith, a Mickey Smith. You need a Smith on board."

"Okay, then. I could do with a laugh."

"Rose, is that okay?"

"No, great. Why not?" Lily frowned at Rose. From her tone of voice, it was pretty clear she didn't want him to come along. But why? Was she worried he'd replace her or something? Lily would have loved Mickey to come. She'd been hoping he'd come the last two times she'd met him, but he never had, and now he actually wanted to come! But obviously Mickey caught her tone of voice as well, because he looked confused and a little hurt that she'd said it like that, but quickly shrugged it off. Rose was not going to ruin this for him.

"Well, I'd better go." Said Sarah Jane. The Doctor and Lily walked outside the Tardis to see her off. Hopefully this would not be the last time they saw her. "It's daft. But I haven't ever thanked you for that time. And like I said, I wouldn't have missed it for the world."

"Something to tell the grandkids." Said the Doctor.

"Oh, I think it'll be someone else's grandkids now."

"Right. Yes, sorry. I didn't get a chance to ask. You haven't? There hasn't been anyone? You know…"

"Well there was this one guy. I traveled with him for a while. But he was a tough act to follow. Lily, it was a pleasure meeting you. You know you said the Doctor spoke about me, about our time together? Well, I just wanted to say, he spoke about you as well, when we were traveling. About your time at the academy. And what he said proved to be correct. You are amazing, and so good for him. Hold on to her, Doctor."

"Thank you, Sarah." Replied Lily, giving her a hug. "This will not be the last time we see each other. I'll make sure of that. Goodbye."

"Goodbye Lily. Goodbye Doctor."

"Oh, it's not goodbye." Replied the Doctor.

"Do say it. Please. This time. Say it."

"Goodbye, my Sarah Jane Smith." He lifted her off of her feet in a hug before stepping back into the Tardis, Lily following him.

"How do you think she'll like her gift we left her?" she asked.

"I think she'll love it." Replied the Doctor, setting the coordinates for their next destination.

Meanwhile, Sarah Jane Smith turned to watch the Tardis disappear, seeing a new K9 standing in its place. They really were amazing…

-8-

A/N: okay! So here is school reunion! I got my exam results today, so I'm very happy, so I thought, why not gift my readers with a new chapter! I specifically liked my little input of the whole red gummy bear chemistry explosions. I felt it would give it a little personal touch to the episode. If you haven't seen the experiment, it's quite cool to watch..

Please take the time to review and favourite! Thank you for reading! :)


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